UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549

FORM 10-K

(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended DecemberxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015         2017
Or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from              toor
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM                          TO
Commission file number:File Number: 001-36326

ENDO INTERNATIONAL PLC
(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter) its charter)


Ireland68-0683755
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
  
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, IrelandNot Applicable
(Address of Principal Executive Offices)(Zip Code)
011-353-1-268-2000
(Registrant’s Telephone Number, Including Area Code)telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Ordinary shares, nominal value $0.0001 per shareThe NASDAQ Global Market The Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes xþ No o
  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes oNo xþ
  
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by SectionsSection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes xþ No o
  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,Web site, if any, every interactive data fileInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months. months (or for such shorter period that the registrant was required to submit and post such files).
Yes xþ No o
  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.xþ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer", "smaller reporting company" and “smaller reporting company”"emerging growth company" in Rule 12b-2 of the Exchange ActAct.
Large Accelerated Fileraccelerated filerxþAccelerated FileroNon-accelerated fileroSmaller reporting companyo
   
(DoNon-accelerated filer
o (Do not check if a smaller reporting company)
 Smaller reporting company
o Emerging Growth Companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes oNo xþ
The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2015 was 16,572,203,055 based on a closing sale price of $79.65 per share as reported on the NASDAQ Global Select Market on June 30, 2015. Shares of the registrant’s ordinary shares held by each officer and director and each beneficial owner of 10% or more of the outstanding ordinary shares of the registrant have been excluded since such persons and beneficial owners may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting ordinary shares authorized or outstanding.
Indicate the number of shares outstanding of each of the registrant’s classes of ordinary shares as of February 19, 2016: 222,202,695
The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2017 was $2,479,193,508 based on a closing sale price of $11.17 per share as reported on the NASDAQ Global Select Market on June 30, 2017. Shares of the registrant’s ordinary shares held by each officer and director and each beneficial owner of 10% or more of the outstanding ordinary shares of the registrant have been excluded since such persons and beneficial owners may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting ordinary shares authorized or outstanding.
Indicate the number of shares outstanding of each of the issuer’s classes of ordinary shares, as of the latest practicable date.
Ordinary shares, $0.0001 par valueNumber of ordinary shares outstanding as of February 20, 2018:223,340,247
Documents Incorporated by Reference
Portions of the registrant’s proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with the registrant’s 2018 Annual General Meeting, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the SEC not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2017.

Portions of the registrant’s proxy statement to be filed with the SEC pursuant to Regulation 14A in connection with the registrant’s 2016 Annual General Meeting, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the SEC not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2015.



ENDO INTERNATIONAL PLC
INDEX TO FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2015

2017
  Page
  
 
Business1.
Risk Factors.
Properties2.
Legal Proceedings3.
   
 
Other Information9B.
   
 
Executive Compensation11.
   
 
Signatures
Certifications
Exhibit Index
 




FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this document contain information that includes or is based on “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended or the Securities Act,(Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act.(Exchange Act). These statements, including estimates of future revenues, future expenses, future net income and future net income per share, contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included in this document, are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed results of operations. We have tried, whenever possible, to identify such statements by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “projected,” “forecast,” “will,” “may” or similar expressions. We have based these forward-looking statements on our current expectations and projections about the growth of our business, our financial performance and the development of our industry. Because these statements reflect our current views concerning future events, these forward-looking statements involve risks and uncertainties. Investors should note that many factors, as more fully described in Part I, Item 1A.1A of this report "Risk Factors", supplement,under the caption “Risk Factors,” and as otherwise enumerated herein, could affect our future financial results and could cause our actual results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document.
We do not undertake any obligation to update our forward-looking statements after the date of this document for any reason, even if new information becomes available or other events occur in the future, except as may be required under applicable securities law. You are advised to consult any further disclosures we make on related subjects in our reports filed with the Securities and Exchange Commission (SEC) and with securities regulators in Canada on the System for Electronic Document Analysis and Retrieval (SEDAR). Also note that, in Part I, Item 1A.,1A we provide a cautionary discussion of the risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. We note these factors for investors as permitted by Section 27A of the Securities Act and Section 21E of the Exchange Act. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider this to be a complete discussion of all potential risks or uncertainties.

1i


PART I
Item 1.        Business
Overview
Unless otherwise indicated or required by the context, references throughout to “Endo,” the “Company,” “we,” “our” or “us” refer to financial information and transactions of Endo International plc and its subsidiaries.
Endo International plc is an Ireland-domiciled, global specialty pharmaceutical company focused on brandedgeneric and genericbranded pharmaceuticals. We aim to be the premier partner to healthcare professionals and payment providers, delivering an innovative suite of brandedgeneric and genericbranded drugs to meet patients’ needs. Unless otherwise indicated or required by the context, references throughout to “Endo”, the “Company”, “we”, “our” or “us” refer to financial information and transactions of Endo Health Solutions Inc. (EHSI) and its consolidated subsidiaries prior to February 28, 2014 and Endo International plc and its consolidated subsidiaries thereafter.
The Company’s focus is on U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals and we target areas where we can build and maintain a leadership position. Endo uses a differentiated operating model based on a lean, nimble and decentralized structure, the rational allocation of capital, an emphasis on de-risked research and development and our ability to be better owners of assets than others. This operating model and the execution of our corporate strategy are enabling Endo to achieve sustainable growth and create shareholder value.
We regularly evaluate and, where appropriate, execute on opportunities to expand through the acquisition of products and companies in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we look to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition and license opportunities.
In November 2010, we acquired Generics International (US Parent), Inc. (formerly doing business as Qualitest Pharmaceuticals (Qualitest)), a leading U.S.-based privately held generics company. Qualitest provided high-quality generic pharmaceuticals. The Company’s U.S. Generic Pharmaceuticals segment, which includes the legacy Qualitest business along with the acquisitions of Par Pharmaceutical Companies, Inc. (Par) in September 2015, Boca Pharmacal LLC (Boca) in February 2014 and DAVA Pharmaceuticals, Inc. (DAVA) in August 2014, is the fourth largest U.S. generics company based on market share. The product portfolio includes tablets, capsules, powders, injectables, liquids, nasal sprays, ophthalmics and patches.
In June 2011, we acquired American Medical Systems Holdings, Inc. (AMS), a provider of devices and therapies for treating male and female pelvic health conditions. On February 24, 2015, Endo’s board of directors approved a plan to sell the Company’s AMS business, which comprised the entirety of our former Devices segment. The AMS business was comprised of the Men’s Health and Prostate Health business as well as the Women’s Health Business (now doing business as Astora). On August 3, 2015, the Company sold the Men’s Health and Prostate Health business to Boston Scientific Corporation for $1.65 billion, with $1.6 billion paid in upfront cash and $50.0 million in cash contingent on Boston Scientific achieving certain product revenue milestones.
In addition to selling the Men’s Health and Prostate Health business, as of December 31, 2015 and continuing into 2016, the Company was actively pursuing a sale of the Astora business with the Company in active negotiations with multiple buyers.
The operating results of AMS are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented.
On February 24, 2016, the Company’s Board of Directors decided to wind down Astora business operations in order to begin bringing finality to the Company’s mesh-related product liability. The Company is now actively conducting a wind down process and working to efficiently transition physicians to alternative products. The Company will cease business operations for Astora by March 31, 2016. The majority of the remaining assets and liabilities of the AMS business, which are related to the Astora business, are classified as held for sale in the Consolidated Balance Sheets as of December 31, 2015. Certain of AMS’s assets and liabilities, primarily with respect to its product liability accrual related to vaginal mesh cases, the related Qualified Settlement Funds and certain intangible and fixed assets, are not classified as held for sale based on management’s current expectation that these assets and liabilities will remain with the Company. Depreciation and amortization expense are not recorded on assets held for sale. Upon wind down of the Astora business, the Company will have entirely exited its AMS business.
On October 31, 2013, Endo International plc was incorporated in Ireland in 2013 as a private limited company and re-registered effective February 18, 2014 as a public limited company. Endo International plc was established for the purpose of facilitating the business combination between EHSI and Paladin Labs Inc. (Paladin). On February 28, 2014 (the Paladin Acquisition Date), the Company, through a Canadian subsidiary, acquired all of the shares of Paladin and a U.S. subsidiary of the Company merged with and into EHSI, with EHSI surviving the merger. As a result of these transactions, the former shareholders of EHSI and Paladin became the shareholders of Endo International plc and both EHSI and Paladin became our indirect wholly-owned subsidiaries.
Paladin is a specialty pharmaceutical company focused on acquiring and in-licensing innovative pharmaceutical products for the Canadian and world markets. Paladin’s key products serve growing therapeutic areas, including attention deficit hyperactivity disorder (ADHD), women’s health and oncology. Through the acquisition of Paladin, we acquired the Litha Healthcare Group Limited (Litha) in South Africa

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On February 28, 2014, we announced the commencement of reporting our diversified businesses in four key segments, U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals, Devices and International Pharmaceuticals. Our operation of the International Pharmaceuticals business commenced following the Paladin acquisition. As a result of the sale of the Men’s Health and Prostate Health components of the AMS business to Boston Scientific Corporation and the plan to sell the Astora business, the three remaining reportable business segments in which we now operate are U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals. The operating results of our HealthTronics and AMS businesses are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations. The revenue associated with our HealthTronics and AMS businesses totaled $305.3 million, $510.9 million and $699.4 million in 2015, 2014 and 2013, respectively. In January 2014, the Company entered into a definitive agreement to sell our HealthTronics business and the sale was completed on February 3, 2014. Our segments are further discussed in Note 6. Segment Results in the Consolidated Financial Statements included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules" and in Part II, Item 7. of this report "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the caption “Business Segment Results Review”.
On January 29, 2015, we acquired Auxilium Pharmaceuticals, Inc. (Auxilium), a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specific patients’ needs. Auxilium, with a broad range of first- and second-line products across multiple indications, is an emerging leader in the men’s healthcare sector and strategically focuses its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas.
On September 25, 2015, we acquired Par Pharmaceutical Holdings, Inc., which develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals that help improve patient quality of life. Immediately following the closing, Par Pharmaceutical Holdings, Inc. changed its name to Par Pharmaceutical Companies, Inc. (Par). Par focuses on high-barrier-to-entry products that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. Par has operated in two business segments, (i) Par Pharmaceutical, which includes generic products marketed under Par Pharmaceutical and sterile products marketed under Par Sterile Products, LLC; and (ii) Par Specialty Pharmaceuticals, which markets three branded products, Nascobal® Nasal Spray, Megace® ES and Cortisporin®-TC Otic Suspension.
We have a portfolio of branded pharmaceuticals offered by our U.S. Branded Pharmaceuticalssegment that includes established brand names such as Lidoderm®, OPANA® ER, Voltaren® Gel, Percocet®, BELBUCA™, Fortesta® Gel, Testim®, Aveed®, Supprelin® LA, and XIAFLEX®, among others. Our branded pharmaceuticals comprised approximately 39%, 41% and 66% of our total revenues in 2015, 2014 and 2013, respectively, with 4%, 7% and 28% of our total revenues coming from Lidoderm® in 2015, 2014 and 2013, respectively. Our non-branded U.S. Generic Pharmaceuticals portfolio, which accounted for 51%, 48% and 34% of total revenues in 2015, 2014 and 2013, respectively, currently consists of a differentiated product portfolio including tablets, capsules, powders, injectables, liquids, nasal sprays, ophthalmics and patches. The International Pharmaceuticals segment, which accounted for 10% and 11% of total revenues in 2015 and 2014, respectively, includes a variety of specialty pharmaceutical products for the Canadian, Latin American, South African and world markets, which we acquired in the Paladin acquisition and in the Grupo Farmacéutico Somar, Sociedad Anónima Promotora de Inversión de Capital Variable (Somar) acquisition in July 2014. Paladin’s key products serve growing therapeutic areas, including ADHD, pain, women’s health and oncology. Somar develops, manufactures and markets high-quality generic, branded generic and over-the-counter products across key market segments including dermatology and anti-infectives. Across all of our businesses, we generated total revenues of $3.27 billion, $2.38 billion and $2.12 billion in 2015, 2014 and 2013, respectively.
The ordinary shares of Endo International plc are traded on Thethe NASDAQ Global Market (NASDAQ) under the ticker symbol ENDP and on the Toronto Stock Exchange under the ticker symbol ENL.“ENDP.” References throughout to “ordinary shares” refer to EHSI’s common shares, 350,000,000 authorized, par value $0.01 per share, prior to the consummation of the transactions and to Endo International plc’s ordinary shares, 1,000,000,000 authorized, par value $0.0001 per share, subsequent to the consummation of the transactions.share. In addition, on February 11, 2014 the Company issuedwe have 4,000,000 euro deferred shares outstanding, par value of $0.01 each at par.each.
Our global headquarters are located at Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland (telephone number: 011-353-1-268-2000) and our U.S. headquarters are located at 1400 Atwater Drive, Malvern, Pennsylvania 19355 (telephone number: (484) 216-0000)484-216-0000).
Across all of our businesses, we generated total revenues of $3.47 billion, $4.01 billion and $3.27 billion in 2017, 2016 and 2015, respectively.
Our focus is on pharmaceutical products and we target areas where we believe we can build leading positions. We use a differentiated operating model based on a lean and nimble structure, the rational allocation of capital and an emphasis on high-value research and development (R&D) targets. While our primary focus is on organic growth, we evaluate and, where appropriate, execute on opportunities to expand through the acquisition of products and companies in areas that serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. We believe our operating model and the execution of our corporate strategy will enable us to create shareholder value over the long-term.
As of December 31, 2017, the three reportable business segments in which the Company operates were: (1) U.S. Generic Pharmaceuticals, (2) U.S. Branded Pharmaceuticals and (3) International Pharmaceuticals. Differences in economic and other characteristics between our Sterile Injectables product portfolio, which is currently part of our U.S. Generic Pharmaceuticals segment, and the remaining U.S. Generic Pharmaceuticals segment products have been heightened by recent competitive pressures and other industry trends impacting sales and profitability. In response to these trends, in February 2018, we made changes to the way we manage and evaluate our business. As a result, our first quarter 2018 Quarterly Report on Form 10-Q will reflect a change in segments. Our Sterile Injectables product portfolio, which was part of our U.S. Generic Pharmaceuticals segment as of December 31, 2017, will be presented as a new segment named “U.S. Branded - Sterile Injectables.” Additionally, our current U.S. Branded Pharmaceuticals segment will be renamed “U.S. Branded - Specialty & Established Pharmaceuticals.” Subsequent to this change, we will have four reportable business segments: (1) U.S. Generic Pharmaceuticals, (2) U.S. Branded - Specialty & Established Pharmaceuticals, (3) U.S. Branded - Sterile Injectables and (4) International Pharmaceuticals. Each of these segments will represent a separate reporting unit for goodwill testing purposes. Under U.S. GAAP, we are required to test the goodwill of the reporting units impacted by the change described above both immediately before and after the segment realignment. This analysis, which we expect to complete in connection with our first quarter 2018 financial reporting close, is expected to result in an impairment to the goodwill of the new U.S. Generic Pharmaceuticals reporting unit, the amount of which could be material.
U.S. Generic Pharmaceuticals
Our U.S. Generic Pharmaceuticals segment, which accounted for 66%, 64% and 51% of total revenues in 2017, 2016 and 2015, respectively, focuses on high-barrier-to-entry products, including first-to-file or first-to-market opportunities that are difficult to formulate or manufacture or face complex legal and regulatory challenges. A first-to-file product, also known as a Paragraph IV product, refers to a generic product for which the Abbreviated New Drug Application (ANDA) containing a patent challenge to the corresponding branded product was the first to be filed with the U.S. Food and Drug Administration (FDA). A first-to-market product refers to a product that is the first marketed generic equivalent of a branded product for reasons apart from statutory marketing exclusivity, such as the generic equivalent of a branded product that is difficult to formulate or manufacture. First-to-file products offer the opportunity for 180 days of generic marketing exclusivity, except for competing authorized generic products, to the extent we are successful in litigating any patent challenges and receive final FDA approval of the products. First-to-market products allow us to mitigate risks from competitive pressure commonly associated with commoditized generic products.

The product offerings of this segment consist of a differentiated product portfolio including solid oral extended-release, solid oral immediate-release, abuse-deterrent products, liquids, semi-solids, patches, powders, ophthalmics, sprays and sterile injectables and include products in the pain management, urology, central nervous system disorders, immunosuppression, oncology, women’s health and cardiovascular disease markets, among others. Our U.S. Generic Pharmaceuticals segment is among the largest U.S. generics company based on market share. Our largest U.S. Generic Pharmaceuticals manufacturing sites are in Chestnut Ridge, New York; Irvine, California; Rochester, Michigan; and Chennai, India; which handle the production, assembly, quality assurance testing and packaging of our products. The majority of the products we manufacture are produced in our U.S. facilities.
3This segment consists of our legacy generics business together with the generic pharmaceuticals products obtained through our September 25, 2015 acquisition of Par Pharmaceutical Holdings, Inc. (Par), which develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals that help improve patient quality of life.
U.S. Branded Pharmaceuticals

Our U.S. Branded Pharmaceuticals segment, which accounted for 28%, 29% and 39% of our total revenues in 2017, 2016 and 2015, respectively, includes a variety of branded prescription products to treat and manage conditions in urology, urologic oncology, endocrinology, pain and orthopedics. The products that are included in this segment include XIAFLEX®, SUPPRELIN® LA, TESTOPEL®, NASCOBAL® Nasal Spray, AVEED®, OPANA® ER, PERCOCET®, VOLTAREN® Gel, LIDODERM®, TESTIM® and FORTESTA® Gel, among others.
This segment consists of our legacy branded business together with the branded products obtained through our January 29, 2015 acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium), a fully integrated specialty pharmaceutical company with a focus on developing and commercializing innovative products for specific patients’ needs in orthopedics, dermatology and other therapeutic areas, and our September 25, 2015 acquisition of Par.
International Pharmaceuticals
The International Pharmaceuticals segment, which accounted for 7%, 7% and 10% of total revenues in 2017, 2016 and 2015, respectively, includes a variety of specialty pharmaceutical products sold outside the U.S., primarily in Canada through our operating company Paladin Labs Inc. (Paladin). This segment’s key products serve growing therapeutic areas, including attention deficit hyperactivity disorder (ADHD), pain, women’s health and oncology.
This segment also included: (i) our South African business, which was sold in July 2017 and consisted of Litha Healthcare Group Limited (Litha) and certain assets acquired from Aspen Holdings in October 2015 and (ii) our Latin American business consisting of Grupo Farmacéutico Somar, S.A.P.I. de C.V. (Somar), which was sold in October 2017. We expect this segment’s revenues to continue to decline in 2018 due to the divestitures of Litha and Somar.

Our Strategy
Our strategy is focusedto focus on continuing our progress in becomingcore assets, a leading globalgenerics business and a specialty branded pharmaceutical company.business, that deliver high quality medicines to patients through excellence in development, manufacturing and commercialization. Through a lean and efficient operating model, we are committed to serving patients and customers while continuing to innovate and provide products that make a difference in the lives of patients. We strive to maximize shareholder value by adapting to market realities and customer needs.
We are committed to driving organic growth at attractive margins by improving execution, optimizing cash flow and leveraging our strong market position, while maintaining a streamlined cost structure throughout each of our businesses. Specific areas of management’s focus include:
U.S. Generic Pharmaceuticals: Focusing on developing or acquiring high-barrier-to-entry products, including first-to-file or first-to-market opportunities that are difficult to formulate or manufacture or face complex legal and regulatory challenges.
U.S. Branded Pharmaceuticals: Accelerating performance of organic growth drivers increasing profitability fromin our mature brandsSpecialty Products portfolio, expanding margin in our Established Products portfolio and investing in key pipeline development opportunities.
U.S. Generic Pharmaceuticals: Capitalizing on encouraging demand trends for a differentiated product portfolio and focusing on developing or acquiring high barrier to entry products, including first to file or first to market opportunities that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. We believe the acquisition and integration of Par will enhance and expand our existing generics platform, adding scale and diversity in products, capabilities and R&D infrastructure.
International Pharmaceuticals: InvestingOperating in high growth business segmentsregulated markets with durable revenue streams and where physicians play a significant role in choosing the course of therapy.therapy and expanding distribution of certain of our products outside of the U.S.
We remain committed to strategic R&D across each business unit with a particularunit. Going forward, while our primary focus on assets with inherently lower risk profiles and clearly defined regulatory pathways. We also seek to identify incremental development growth opportunities through acquisitions and product licensing.
In addition to a focuswill be on organic growth, drivers, we are also actively pursuing accretivewill evaluate and, where appropriate, execute on opportunities to expand through acquisitions that offer long-term revenue growth, margin expansion through synergiesof products and the ability to maintain a flexible capital structure. Since 2013, we have completed a number of acquisitions. See Note 5. Acquisitions in the Consolidated Financial Statements included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules" and Part II, Item 7. of this report "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for further discussion.companies.

Our Competitive Strengths
To successfully execute our strategy, we must continue to capitalize on our following core strengths:
Continuing proactive diversificationExperienced and dedicated management team. We have a highly skilled and customer-focused management team in critical leadership positions across all of ourEndo. Our senior management team has extensive experience in the pharmaceutical industry and a proven track record of developing businesses and value creation. This experience includes improving business to become a leading global specialty pharmaceutical company. In light of the evolving healthcare industry, we have executed a number of corporate acquisitions to diversify our businessperformance through organic revenue growth and become a leading global specialty pharmaceutical company that includes both branded and generic prescription drugs. We regularly evaluate and, where appropriate, execute on opportunities to expand through acquisitions of products and companies in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we look to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluating selective acquisition and license opportunities. Such acquisitions or licenses may be effected through the purchaseidentification, consummation and integration of assets, joint ventureslicensing and licenses or by acquiring other companies.
As a result of a series of strategic actions combined with strategic investments in our core business, we have redefined our position in the healthcare marketplace and successfully diversified our revenue base. Our acquisitions of Paladin, Auxilium and Par have also contributed to our diversification. Our acquisition of Auxilium enhanced our branded pharmaceutical research and development pipeline. The acquisition of Par created critical mass and added scale in our generics business while enhancing and expanding our capabilities in Paragraph IV products, complex dosage forms and research and development. These strategic acquisitions have also enabled us to expand our international presence. In 2015, 2014 and 2013, 9.5%, 11.4% and 0.0%, respectively, of our total revenues were from sources outside the U.S.opportunities.
Focus on the differentiated products of our generics business differentiated products.business. We develop high-barrier-to-entry generic products, including first-to-file or first-to-market opportunities that are difficult to formulate difficult toor manufacture or face complex legal and regulatory challenges. We believe products with these characteristics will face a lesser degree of competition and therefore provide longer product life cycles and higher profitability than commodity generic products. Our business model continues to focus on being the lowest-cost producer of products in categories with highhigher barriers to entry and lower levels of competition by leveraging operational efficiency. Our U.S. Generic Pharmaceuticals segment is focused inon categories where there are fewer challenges from low-cost operators.
Through our acquisition of Par, weOperational excellence. We have strategically expanded our technology,efficient, effective and high-quality manufacturing handling and development capabilities toacross a diversified array of dosage forms. We believe our comprehensive suite of technology, manufacturing and development capabilitiescompetencies increases the likelihood of success in commercializing high-barrier-to-entry products and obtaining first-to-file and first-to-market status on future products, yielding more sustainable market share and profitability. For example, our capabilities in the rapidly growing U.S. market for sterile drug products, such as injectables and ophthalmics, and sterile vial and hormonal capabilities afford us with a broader and more diversified product portfolio and a greater selection of targets for potential development.
We planbelieve that our competitive advantages include our integrated team-based approach to product development that combines our formulation, regulatory, legal, manufacturing and commercial capabilities; our ability to introduce new generic equivalents for brand-name drugs; our quality and cost-effective production; our ability to meet customer and/or patient expectations; and the breadth of our existing generic product portfolio offerings. Through our recent strategic assessments, we have taken further steps to optimize our generic, products

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pipelinespecialty branded and international product portfolios and now look to capitalize on a much stronger and durable in-line product portfolio as part of a strategic assessment of our generic business.and R&D pipeline. We will retainare focused only on those marketed products that deliver acceptable returns on investment, thereby leveraging our existing platform to drive operational efficiency.
Growth of our branded Specialty Products portfolio while leveraging the strength of our Established portfolio of branded products.Products portfolio. We have assembled a portfolio of branded prescription products offered by our U.S. Branded Pharmaceuticals segment to treat and manage pain and conditions in urology, urologic oncology, endocrinology, pain and orthopedics. Our branded products include: LidodermSpecialty Products portfolio includes, among other products: XIAFLEX®, OPANA® ER, Voltaren® Gel, Percocet®, BELBUCA™, Fortesta® Gel, Testim®, Aveed®, SupprelinSUPPRELIN® LA, XIAFLEXTESTOPEL®, NASCOBAL® for the treatment of Peyronie’s diseaseNasal Spray and XIAFLEXAVEED®.Our Established Products portfolio includes, among other products: PERCOCET®, VOLTAREN® Gel, LIDODERM®, TESTIM® for Dupuytren’s contracture, among others.and FORTESTA® Gel. For a more detailed description of each of our products,additional detail, see “Products Overview.”
Continuing proactive diversification of our business. Our primary focus is on organic growth. However, we will evaluate and, where appropriate, execute on opportunities to expand through acquisitions of products and companies in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we will look to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluating selective acquisition opportunities.
Research and development expertise. Our research and developmentR&D efforts are focused on the development of a balanced, diversified portfolio of innovative and clinically differentiated products. The acquisition of Auxilium added multiple, strategically-aligned programs to our branded pharmaceutical research and developmentR&D pipeline with the addition of XIAFLEX®collagenase clostridium histolyticum (CCH). Through our Par and Qualitest businesses,U.S. Generics business, we seek out and develop high-barrier-to-entry generic products, including first-to-file or first-to-market opportunities. We periodically review our generic products pipeline in order to better direct investment toward those opportunities that we expect will deliver the greatest returns. We remain committed to research and developmentR&D across each business unit with a particular focus on assets with inherently lower risk profiles and clearly defined regulatory pathways. Our current research and developmentR&D pipeline consists of products in various stages of development. In the United States, the U.S. Generic Pharmaceuticals segment has over 250 products in our pipeline, which include approximately 130 Abbreviated New Drug Applications (ANDA) pending with the FDA, including 38 potential first-to-file and first-to-market opportunities. In addition, we have submitted applications for regulatory approval of various products in our international markets. For a more detailed description of our development pipeline,additional detail, see “Select Products in Development Projects.”
At December 31, 2015, our research and developmentOur R&D and regulatory affairs staff consisted of 597 employees,is based primarily in Huntsville, Alabama, Chestnut Ridge, New York, Chennai, India, at our global headquarters in Dublin, Ireland and at our U.S. headquarters in Malvern, Pennsylvania. Our research and development expenses were $102.2 million, $112.7 million and $97.5 million in 2015, 2014 and 2013, respectively, including upfront and milestone payments of $9.2 million, $37.9 million and $11.4 million, respectively.

Targeted sales and marketing infrastructure. Our sales and marketing activities are primarily based in the U.S. and Canada and focus on the promotion of our Specialty Products portfolio. We market our products directly to physicians through a dedicated and contracted sales force of over 1,200 individuals, the majority of which are in the United States. We market our products to primary care physicians and specialty physicians, including those specializing in pain management,urology, orthopedics, neurology, rheumatology, surgery, anesthesiology, urologypediatric endocrinology and pediatric endocrinology.bariatric surgery. Our sales force also targets retail pharmacies and other healthcare professionals. We distribute our products principally through independent wholesale distributors, but we also sell directly to retailers, clinics, government agencies, doctors, independent retail and specialty pharmacies and independent specialty distributors. Revenue related to independent specialty pharmacies during the year ended December 31, 2015 was approximately 3% of the Company’s overall 2015 revenue. Our marketing policy is designed to provide that products and relevant, appropriate medical information are immediately available to physicians, pharmacies, hospitals, public and private payers and appropriate healthcare professionals.professionals with products and relevant, appropriate medical information. We work to gain access to healthcare authority, pharmacy benefit managers and managed care organizations’ formularies (lists of recommended or approved medicines and other products), including Medicare Part D plans and reimbursement lists, by demonstrating the qualities and treatment benefits of our products within their approved indications.
Cash flow from operations. We have historically generated significant cash flow from operations due to a unique combination of strong brand equity and attractive margins. While we expect our core business to continue to generate significant cash flow from operations, these cash flows have been adversely impacted and may continue to be adversely impacted by certain payments related to mesh legal settlements and other items. For the year ended December 31, 2015, we generated $62.0 million of cash from operations. Significant non-core or infrequent pre-tax cash outlays made during 2015 include $699.3 million of previously accrued mesh-related product liability and other litigation matters payments; $78.4 million related to unused commitment fees paid associated primarily with financing for the Par acquisition; $73.7 million of cash paid related to restructuring initiatives; $31.5 million related to redemption fees paid in connection with debt retirements and $191.2 million of transaction costs and certain integration costs. Partially offsetting these cash outlays were
Products Overview
U.S. Federal tax refunds received of $155.8 million.
We expect to continue to maintain sufficient liquidity to give us flexibility to make strategic investments in our business and to service our liabilities. As of December 31, 2015, we had $276.2 million of cash and cash equivalents and marketable securities and up to approximately $773.0 million of availability under the revolving credit facilities. In addition, at December 31, 2015, our restricted cash and cash equivalents includes $579.0 million held in Qualified Settlement Funds for mesh product liability settlement agreements, which is expected to be paid to qualified claimants within the next twelve months.
Experienced and dedicated management team. Our senior management team has a proven track record of building businesses, including through licensing and acquisitions. Their expertise has contributed to identifying, consummating and integrating such acquisitions. Since February 2013, members of our management team have led the consummation of over ten acquisitions.

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Our Areas of Focus
Branded Pharmaceutical Products Markets
Pain Management Market
Endo has a number of key treatment offerings within the Pain Management Market. Our treatment offerings currently are in two key areas: Chronic Pain, which includes the launch of BELBUCA™ and other products, including OPANA® ER and Percocet®, in the opioid analgesics segment and Lidoderm®, which is marketed for the relief of pain associated with post-herpetic neuralgia; and Osteoarthritis (OA) Pain which is focused on Voltaren® Gel.Generic Pharmaceuticals
The total U.S. market for pain management pharmaceuticals, excluding over-the-counter products, totaled $38.2 billion in 2015. This represents an approximate 11% compounded annual growth rate since 2011. Our primary area of focus within this market is analgesics. In 2015, analgesics were the third most prescribed medication in the U.S. with 288 million prescriptions written for this classification. The analgesic non-narcotic and anti-arthritic markets had over 166 million prescriptions written in 2015, representing approximately 42% of the U.S. prescription pain management market. Opioid analgesics are a segment that comprised approximately 88% of the total analgesic prescriptions for 2015 and represented about 58% of the overall U.S. prescription pain management market. Total U.S. sales for the opioid analgesic segment were approximately $9.1 billion in 2015, representing a compounded annual growth rate of approximately 1% since 2011. The U.S. sales for the analgesic non-narcotic and anti-arthritic markets were approximately $29.2 billion with a compound annual growth rate of approximately 16% since 2011.
Specialty Pharmaceuticals Market
Endo also commercializes a number of products within the market served by specialty distributors and specialty pharmacies, and in which healthcare practitioners (HCPs) can purchase and bill payors directly (the buy and bill market). Our treatment offerings currently are in two distinct areas: Urology, which focuses mainly on XIAFLEX® for the treatment of Peyronie’s disease; and in Orthopedics/Pediatric Endocrinology, focusing on XIAFLEX® for Dupuytren’s contracture and Supprelin® LA for Central Precocious Puberty (CPP).
Peyronie's Disease (PD)—PD is a condition that involves the development of collagen plaque, or scar tissue, on the shaft of the penis. The scar tissue, known as a Peyronie's plaque, may harden and reduce flexibility, which may cause bending or arching of the penis during erection. PD can result in varying degrees of penile curvature deformity and disease bother, which encompasses concern about erection appearance, erection pain and the impact of PD on intercourse and on frequency of intercourse. PD is a disease with an initial inflammatory component. This inflammatory phase is poorly understood with a somewhat variable disease course and spontaneous resolution occurring in an estimated 20% of cases. After approximately 12 months of disease, the disease is reported to often develop into a more chronic, stable phase. The incidence of PD is estimated between 3% and 9% of the population; however the disease is believed to be underdiagnosed and undertreated.
Dupuytren's contracture (DC)—DC is a progressive condition that limits hand function, diminishes quality of life, and may ultimately disable the hand through the inability to move or straighten one’s finger or fingers. It is caused by an abnormal buildup of collagen. In people with DC, this collagen builds up over time and can thicken into a rope-like cord in the palm that contracts the finger. DC is a genetic condition and the incidence of DC is estimated to be between 3% and 9% of the population among adult Caucasians. DC is more common in men than in women, and increases in incidence with age.
Central Precocious Puberty (CPP)—Precocious puberty is defined as the onset of developmental signs of sexual maturation earlier than would be expected based on population norms. This is typically delineated as puberty onset before eight years in girls and nine years in boys. In its most common form, central precocious puberty (CPP), sexual maturation proceeds from a premature activation of the hypothalamic-pituitary-gonadal (HPG) axis. The HPG axis is active during infancy, dormant during childhood, and reactivated at the onset of puberty.
The epidemiology of CPP is somewhat nebulous, with a commonly cited prevalence range of one in 5,000 to one in 10,000 children. CPP is known to occur more frequently in girls than in boys and has different predominant causes for each sex. Idiopathic CPP, without an identifiable predisposing condition, accounts for the majority of cases of precocious puberty in girls, but is less frequent in boys. Central nervous system findings such as tumors and congenital malformations are more frequently observed in boys who present with central precocious puberty. It is estimated that two thirds of precocious puberty cases in boys are due to neurological abnormalities. The likelihood of an organic cause for CPP is greater in patients who present at younger ages.
Urology Market
Endo has a number of key treatment offerings within the urology markets, specifically the men’s health sector with testosterone replacement therapies (TRT).
In the U.S. alone, the prevalence of hypogonadism is approximately 8% of men above 50 years of age, however, only approximately 9% of those affected are currently being treated. By 2025, there will be approximately 6.5 million American men 30-80 years of age who are diagnosed with androgen deficiency. Hypogonadism, or low testosterone, is under diagnosed and under treated.

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Factors contributing to this include a lack of screening for low testosterone and the perceived risk of prostate cancer associated with current treatment strategies. In the U.S., TRT sales were approximately $1.9 billion in 2015. For TRT, our treatment offerings include the long-acting products Aveed®, which was launched in March 2014 and TESTOPEL®. In addition, our TRT treatment offerings include our gel products such as Fortesta® Gel and the authorized generic of Fortesta® Gel, which launched in September 2014, and Testim®.
Generic Pharmaceuticals Market
Our U.S. Generic Pharmaceuticals segment consists of a differentiatedsegment’s product portfolio has over 280 generic prescription product families including high-barrier-to-entrysolid oral extended-release, solid oral immediate-release, abuse-deterrent products, first-to-file or first-to-market opportunities thatliquids, semi-solids, patches (which are difficultmedicated adhesive patches designed to formulate, difficult to manufacture or face complex legaldeliver the drug through the skin), powders, ophthalmics (which are sterile pharmaceutical preparations administered for ocular conditions), sprays and regulatory challenges. The product offerings of this segment includesterile injectables and products in the pain management, urology, Central Nervous System (CNS)central nervous system disorders, immunosuppression, oncology, women’s health and cardiovascular disease markets, among others. Additionally, in May 2014, we launched an authorized generic lidocaine patch 5% (referred to as Lidoderm® authorized generic).
International Pharmaceuticals Market
Our International Pharmaceuticals segment includes a variety of specialty pharmaceutical products for the Canadian, Latin American, South African and world markets, which we acquired in the Paladin acquisition in February 2014, the Somar acquisition in July 2014 and the Aspen Holdings acquisition in October 2015.
Medical Device Markets
Through our Astora business, we offer a broad array of medical devices that deliver innovative medical technology solutions to physicians treating female incontinence and pelvic floor repair.
Female incontinence—We estimate over 500 million women worldwide suffer from urinary or fecal incontinence. These diseases can lead to debilitating medical and social problems, ranging from embarrassment to anxiety and depression. There are three types of urinary incontinence: stress, urge, and mixed incontinence (a combination of stress and urge). Our current products in the market treat stress incontinence, which generally results from a weakening of the tissue surrounding the bladder and urethra which can be a result of pregnancy, childbirth and aging. Urge incontinence is more complex and currently not as well understood. Pads and diapers are often used to contain and absorb leaks, and may be acceptable for controlling mild incontinence. Drug therapy and electrical nerve stimulation are currently used to treat urge incontinence. We currently market the MonarcTM subfascial hammock as an option for patients with this condition.
Pelvic floor repair—Pregnancy, labor, and childbirth are some of the primary causes of pelvic floor prolapse and other pelvic floor disorders. Prolapse and other pelvic floor defects may be treated with a variety of open, laparoscopic, and transvaginal surgeries. Procedures to repair pelvic floor prolapse in women have historically been performed through the use of suture and graft materials designed for other surgical applications. Astora offers less invasive solutions for pelvic floor repair, including the ElevateTM transvaginal pelvic floor repair system.
The operating results of Astora are reported as Discontinued Operations, net of tax in the consolidated statements of operations for all periods presented.

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Products Overview
U.S. Branded Pharmaceuticals
The following table displays the U.S. product revenues to external customers in our U.S. Branded Pharmaceuticals for the years ended December 31 (in thousands):
 2015 2014 2013
Pain Management:     
Lidoderm®$125,269
 $157,491
 $602,998
OPANA® ER175,772
 197,789
 227,878
Percocet®135,822
 122,355
 105,814
Voltaren® Gel207,161
 179,816
 170,841
 $644,024
 $657,451
 $1,107,531
Specialty Pharmaceuticals:     
Supprelin® LA$70,099
 $66,710
 $58,334
XIAFLEX®158,115
 
 
 $228,214
 $66,710
 $58,334
Urology:     
Fortesta® Gel, including Authorized Generic$52,827
 $58,661
 $65,860
Testim®, including Authorized Generic40,763
 
 
 $93,590
 $58,661
 $65,860
      
Branded Other Revenues318,779
 135,287
 99,525
Actavis Royalty
 51,328
 62,765
Total U.S. Branded Pharmaceuticals$1,284,607
 $969,437
 $1,394,015
Pain Management
Lidoderm®. Lidoderm® was launched in September 1999. A topical patch product containing lidocaine, Lidoderm® was the first U.S. Food & Drug Administration (FDA) approved product for the relief of the pain associated with post-herpetic neuralgia, a condition thought to result after nerve fibers are damaged during a case of Herpes Zoster (commonly known as shingles). In May 2012, we entered into a settlement and license agreement with Allergan, plc (Allergan), formerly known as Watson Pharmaceuticals, Inc. (Watson) and Actavis plc (Actavis), which allowed Allergan to launch its lidocaine patch 5%, a generic version of Lidoderm® on September 15, 2013. In May 2014, the Company's U.S. Generic Pharmaceuticals segment launched its authorized generic of Lidoderm®. In August 2015 Mylan launched a generic version of Lidoderm®.
OPANA® ER. OPANA® ER is an opioid agonist indicated for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate. OPANA® ER represents the first drug in which oxymorphone is available in an oral, extended-release formulation and is available in 5 mg, 7.5 mg, 10 mg, 15 mg, 20 mg, 30 mg and 40 mg tablets. In December 2011, the FDA approved a new formulation of OPANA® ER with INTAC® technology. This formulation of OPANA® ER with INTAC® technology has the same dosage strengths, color and packaging and similar tablet size as original OPANA® ER. Endo transitioned to this formulation in March 2012 upon successfully accelerating its production. Launches of competing generic versions of the non-crush-resistant formulation OPANA® ER, which began in early 2013, adversely affected our results of operations. However, in August 2015 the U.S. District Court issued a ruling upholding two of the Company’s patents covering OPANA® ER. As a result, it is expected that the generic version of non-crush resistant OPANA® ER currently sold by Allergan will be removed from the market and additional approved but not yet marketed generic versions of the product developed by other generic companies will not be launched in the near term.
Percocet®. Launched in 1976, Percocet® is approved for the treatment of moderate-to-moderately severe pain.
Voltaren®Gel. On March 4, 2008, the Company entered into the 2008 Voltaren® Gel Agreement, which was a license and supply agreement with and among Novartis AG and Novartis Consumer Health, Inc. to obtain the exclusive U.S. marketing rights for the prescription medicine Voltaren® Gel. On December 11, 2015, Endo, Novartis AG and Sandoz entered into the 2015 Voltaren® Gel Agreement) effectively renewing Endo’s exclusive U.S. marketing and license rights to commercialize Voltaren® Gel through June 30, 2023. Voltaren® Gel received regulatory approval in October 2007 from the FDA, becoming the first topical prescription treatment for the relief of joint pain of osteoarthritis in the knees, ankles, feet, elbows, wrists, and hands and became the first new product approved in the U.S. for osteoarthritis since 2001. It was the first prescription topical osteoarthritis treatment to have proven its effectiveness in

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both the knees and joints of the hands through clinical trials. Voltaren® Gel delivers effective pain relief with a favorable safety profile as its systemic absorption is 94% less than the comparable oral diclofenac treatment. It is now the most prescribed FDA-approved topical NSAID for the relief of osteoarthritis pain.
Specialty Pharmaceuticals
Supprelin® LA. Supprelin® LA was launched in the U.S. in June 2007. Supprelin® LA is a soft, flexible 12-month hydrogel implant based on our hydrogel polymer technology that delivers histrelin acetate, a gonadotropin releasing hormone (GnRH) agonist and is indicated for the treatment of CPP in children. CPP is the early onset of puberty in young children resulting in the development of secondary sex characteristics and, if left untreated, can result in diminished adult height attainment. The development of these secondary sex characteristics is due to an increase in the secretion of sex hormones, the cause of which is unknown. We market Supprelin® LA in the U.S. through a specialty sales force primarily to pediatric endocrinologists.
XIAFLEX®. XIAFLEX® was launched in 2010 for the treatment of adult patients with Dupuytren’s Contracture (DC) with an abnormal buildup of collagen in the fingers which limits or disables hand function. It is also indicated for the treatment of adult men with Peyronie’s Disease (PD) with a collagen plaque and a penile curvature deformity of thirty degrees or greater at the start of therapy. XIAFLEX® was launched in the U.S. for PD in January 2014 and is the first and only FDA-approved non-surgical treatment for PD.
Urology
Fortesta® Gel and Fortesta® Gel Authorized Generic. Fortesta® Gel is a patented two percent (2%) testosterone transdermal gel and is a treatment for men suffering from hypogonadism, also known as low testosterone (Low-T). The precision-metered dose delivery system can be accurately customized and adjusted to meet individual patient needs with the appropriate dose. In August 2009, we entered into a License and Supply Agreement (the ProStrakan Agreement) with Strakan International Limited, a subsidiary of ProStrakan Group plc (ProStrakan), for the exclusive right to commercialize Fortesta® Gel in the U.S. Fortesta® Gel was approved by the FDA in December 2010. We launched Fortesta® Gel in the first quarter of 2011. During the third quarter of 2014, Endo announced that it had introduced the first and only generic 2% topical testosterone gel, an authorized generic of Fortesta® Gel.
Testim® and Testim® Authorized Generic. Testim® is a topical gel indicated for TRT in conditions associated with a deficiency or absence of endogenous testosterone.
Actavis Royalty
Actavis Royalty. Royalty income from Actavis, under the terms of the Watson Settlement Agreement, based on Actavis’ gross profit generated on sales of its generic version of Lidoderm®, which commenced on September 16, 2013 and ceased in May 2014, upon our launch of the Lidoderm® authorized generic.
Branded Other
Branded Other Revenues in the table above include but are not limited to the following products:
Frova®. Frova® is indicated for the acute treatment of migraine headaches in adults.
Valstar®. Valstar® is a sterile solution for intravesical instillation of valrubicin, a chemotherapeutic anthracycline derivative. Valstar® is indicated for intravesical therapy of bacillus Calmette-Guerin (BCG)-refractory carcinoma in situ (CIS) of the urinary bladder in patients for whom immediate cystectomy would be associated with unacceptable morbidity or mortality.
Vantas®. Vantas® is a soft, flexible 12-month hydrogel implant based on our hydrogel polymer technology that delivers histrelin acetate, a GnRH agonist, and is indicated for the palliative treatment of advanced prostate cancer.
Sumavel® DosePro®. Sumavel® DosePro® is indicated for adults for the acute treatment of migraine, with or without aura, and the acute treatment of cluster headache. Sumavel® DosePro® is a needle-free injection that comes in two doses (4 mg and 6 mg) and is delivered subcutaneously to patients.
Aveed®. Aveed® is a novel, long-acting testosterone undecanoate for injection for the treatment of Low-T. Aveed® is dosed only five times per year after the first month of therapy. In a clinical trial, nearly all men who received Aveed® maintained average testosterone levels within the normal range for 10 full weeks after the third injection. Aveed® was approved by the FDA and launched in March 2014.
TESTOPEL®. TESTOPEL® is a unique, long-acting implantable pellet indicated for TRT in conditions associated with a deficiency or absence of endogenous testosterone.
BELBUCA™. BELBUCA™ was approved by the FDA in October 2015, for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate. BELBUCA™ became commercially available in the U.S. during February 2016.

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U.S. Generic Pharmaceuticals
Generic drugs are the pharmaceutical and therapeutic equivalents of branded products and are generally marketed under their generic (chemical) names rather than by brand names. Generic products are substantially the same as branded products in dosage form, safety, efficacy, route of administration, quality, performance characteristics and intended use, but are generally sold at prices below those of the corresponding branded products and thus represent cost-effective alternatives for consumers.
Typically, a generic drug may not be marketed until the expiration of applicable patent(s) on the corresponding branded product, unless a resolution of patent litigation results in an earlier opportunity to enter the market. Generic drugs are the same as branded products in dosage form, safety, efficacy, route of administration, quality, performance characteristics and intended use, but they are sold generally at prices below those of the corresponding branded products. Generic drugs provide a cost-effective alternative for consumers, while maintaining the same high quality, efficacy, safety profile, purity and stability of the branded product. An ANDA is required to be filed and approved by the FDA in order to manufacture a generic drug for sale in the United States. We sell generic products primarily in the United States across multiple therapeutic categories.
We have a generics portfolio across an extensive range of dosage forms and delivery systems, including immediate and extended release oral solids (tablets, orally disintegrating tablets, capsules and powders), injectables, liquids, nasal sprays, ophthalmics (which are sterile pharmaceutical preparations administered for ocular conditions) and transdermal patches (which are medicated adhesive patches designed to deliver the drug through the skin)For additional detail, see “Governmental Regulation.
We have development, manufacturing and distribution capabilities in the rapidly growing U.S. market for sterile drug products, such as injectable products, ophthalmics, and sterile vial and hormonal handling capabilities. These capabilities afford us a broader and more diversified product portfolio and a greater selection of targets for potential development. We target products with limited competition for reasons such as manufacturing complexity or the market size, which make our sterile products a key growth driver of” However, our generics portfolio and complementary to our other generic product offerings.
Authorizedalso contains certain authorized generics, which are generic versions of branded drugs licensed by brand drug companies under a NDANew Drug Application (NDA) and marketed as generics. Authorized generics do not face any regulatory barriers to introduction and are not prohibited from sale during the 180-day marketing exclusivity period granted to the first-to-file ANDA applicant. The sale ofOur authorized generics adversely impacts the market share of a generic product that has been granted 180 days of marketing exclusivity.include lidocaine patch 5% (LIDODERM®), budesonide (Entocort® EC), and diclofenac sodium gel (VOLTAREN® Gel), among others. We believe we are a partner of choice to larger brand companies seeking an authorized generics distributor for their branded products. We have been the authorized generic distributor for such companies as AstraZeneca plc, Bristol-Myers Squibb Company, Novartis AG (Novartis) and Merck & CoCo., Inc.
The following table displays the product revenues to external customers in our U.S. Generic Pharmaceuticals segment for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 2017 2016 2015
U.S. Generics Base (1)$829,729
 $1,230,097
 $1,083,809
Sterile Injectables654,270
 530,805
 107,592
New Launches and Alternative Dosages (2)797,002
 803,711
 481,015
Total U.S. Generic Pharmaceuticals$2,281,001
 $2,564,613
 $1,672,416
__________
(1)U.S. Generics Base includes solid oral-extended release, solid oral-immediate release and pain/controlled substances products.
(2)New Launches and Alternative Dosages includes liquids, semi-solids, patches, powders, ophthalmics, sprays and new product launches. Products are included in New Launches during the calendar year of launch and the subsequent calendar year such that the period of time any product will be considered a New Launch will range from thirteen to twenty-four months. Subsequent to this thirteen to twenty-four month period that revenues are considered New Launches, these product revenues will be reflected as either U.S. Generics Base or Sterile Injectables, or will remain as an Alternative Dosage.
U.S. Generics Base consists of more than 190 products, including solid oral-extended release, solid oral-immediate release and pain/controlled substances products. This category includes the antidepressant bupropion XL and a portfolio of pain products such as hydrocodone bitartrate and acetaminophen tablets.

Sterile Injectables consists of high-barrier-to-entry injectable products that are generally difficult to manufacture and may therefore face a lesser degree of competition. Products in this category include VASOSTRICT®, currently the first and only vasopressin injection with an NDA approved by the FDA, and ADRENALIN®. We have been issued five patents relating to VASOSTRICT® by the U.S. Patent and Trademark Office (PTO). These patents expire in January 2035 and were submitted to the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (known as the Orange Book). These patents are presently listed in the recent past.Orange Book. The Orange Book listing requires any ANDA or 505(b)(2) applicant (as further described below under the heading “Governmental Regulation”) seeking FDA approval for a generic version of VASOSTRICT® prior to patent expiry to notify us of its ANDA or 505(b)(2) filing before it can obtain FDA approval. Any ANDA or 505(b)(2) filer seeking approval prior to patent expiry whose application was not received prior to submission of the patent information would be subject to a 30-month stay of marketing approval by the FDA upon our initiation of Hatch-Waxman litigation against the ANDA or 505(b)(2) filer within the statutory time period.
New Launches and Alternative Dosages includes liquids, semi-solids, patches, powders, ophthalmics, sprays and new product launches. Products are included in New Launches during the calendar year of launch and the subsequent calendar year such that the period of time any product will be considered a New Launch will range from thirteen to twenty-four months. Products in the New Launches category include, among others, ephedrine sulfate injection, vigabatrin powder for oral solution and neostigmine injection, which were launched in 2017, and ezetimibe tablets, quetiapine ER tablets and the authorized generic of VOLTEREN® Gel, which were launched in 2016.
U.S. Branded Pharmaceuticals
The following table displays the product revenues to external customers in our U.S. Branded Pharmaceuticals segment for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 2017 2016 2015
Specialty Products:     
XIAFLEX®$213,378
 $189,689
 $158,115
SUPPRELIN® LA86,211
 78,648
 70,099
Other Specialty (1)153,384
 138,483
 98,025
Total Specialty Products$452,973
 $406,820
 $326,239
Established Products:     
OPANA® ER$83,826
 $158,938
 $175,772
PERCOCET®125,231
 139,211
 135,822
VOLTAREN® Gel68,780
 100,642
 207,161
LIDODERM®51,629
 87,577
 125,269
Other Established (2)175,086
 273,106
 314,344
Total Established Products$504,552
 $759,474
 $958,368
Total U.S. Branded Pharmaceuticals (3)$957,525
 $1,166,294
 $1,284,607
__________
(1)
Products included within Other Specialty include TESTOPEL®, NASCOBAL® Nasal Spray, and AVEED®.
(2)
Products included within Other Established include, but are not limited to, TESTIM® and FORTESTA® Gel, including the authorized generics.
(3)Individual products presented above represent the top two performing products in each product category and/or any product having revenues in excess of $100 million during the years ended December 31, 2017, 2016 or 2015.
Specialty Products Portfolio
Endo commercializes a number of products within the market served by specialty distributors and specialty pharmacies, and in which healthcare practitioners (HCPs) can purchase and bill payers directly (the buy and bill market). Our current offerings primarily relate to two distinct areas: (i) urology treatments, which focus mainly on Peyronie’s disease (PD) and testosterone replacement therapies (TRT) for hypogonadism; and (ii) orthopedics/pediatric endocrinology treatments, which focus on Dupuytren’s contracture (DC) and central precocious puberty (CPP).
Key product offerings in this category include the following:
XIAFLEX®, which is indicated for the treatment of adult patients with DC with an abnormal buildup of collagen in the fingers which limits or disables hand function. It is also indicated for the treatment of adult men with PD with a collagen plaque and a penile curvature deformity of thirty degrees or greater at the start of therapy. XIAFLEX® is the first and only FDA-approved non-surgical treatment for PD.
SUPPRELIN® LA, which is a soft, flexible 12-month hydrogel implant based on our hydrogel polymer technology that delivers histrelin acetate, a gonadotropin releasing hormone (GnRH) agonist and is indicated for the treatment of CPP in children.

TESTOPEL®, which is a unique, long-acting implantable pellet indicated for TRT in conditions associated with a deficiency or absence of endogenous testosterone.
NASCOBAL® Nasal Spray, which is a prescription medicine used as a supplement to treat vitamin B12 deficiency and is the only FDA-approved B12 nasal spray.
AVEED®, which is a novel, long-acting testosterone undecanoate for injection for the treatment of hypogonadism. AVEED® is dosed only five times per year after the first month of therapy.
Established Products Portfolio
Endo’s Established Products portfolio’s current treatment offerings primarily relate to two distinct areas: (i) pain management, including products in the opioid analgesics and osteoarthritis pain segments and for the treatment of pain associated with post-herpetic neuralgia; and (ii) urology, which focuses mainly on treatment of hypogonadism. The Company’s legacy pain portfolio products are managed as mature brands.
Key product offerings in this category include, among others, the following:
PERCOCET®, which is an opioid analgesic approved for the treatment of moderate-to-moderately-severe pain.
VOLTAREN® Gel, which is a topical prescription treatment for the relief of joint pain of osteoarthritis in the knees, ankles, feet, elbows, wrists and hands. VOLTAREN® Gel delivers effective pain relief with a favorable safety profile.
LIDODERM®, which is a topical patch product containing lidocaine, approved for the relief of pain associated with post-herpetic neuralgia, a condition thought to result after nerve fibers are damaged during a case of Herpes Zoster (commonly known as shingles).
TESTIM® (and its authorized generic), which is a topical gel indicated for TRT in conditions associated with a deficiency or absence of endogenous testosterone.
FORTESTA® Gel (and its authorized generic), which is a patented two percent (2%) testosterone transdermal gel and is a treatment for men suffering from hypogonadism.
Also included within this product portfolio is OPANA® ER, an opioid agonist indicated for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment and for which alternative treatment options are inadequate. In March 2017, we announced that the FDA’s Drug Safety and Risk Management and Anesthetic and Analgesic Drug Products Advisory Committees voted that the benefits of reformulated OPANA® ER (oxymorphone hydrochloride extended release) no longer outweigh its risks. In June 2017, we became aware of the FDA’s request that we voluntarily withdraw OPANA® ER from the market, and in July 2017, after careful consideration and consultation with the FDA, we decided to voluntarily remove OPANA® ER from the market. During the second quarter of 2017, we began to work with the FDA to coordinate an orderly withdrawal of the product from the market. By September 1, 2017, we ceased shipments of OPANA® ER to customers and we expect the New Drug Application will be withdrawn in the coming months.
International Pharmaceuticals
Our International Pharmaceuticals segment includes a variety of specialty pharmaceutical products forsold outside the Canadian, Mexican, South African and world markets.
Paladin, basedU.S., primarily in Canada has a portfolio ofthrough our operating company Paladin Labs Inc. (Paladin). This segment’s key products servingserve growing therapeutic areas, including ADHD,attention deficit hyperactivity disorder (ADHD), pain, women’s health and oncology.
Somar, based in Mexico, develops, manufactures and markets high-quality generic, branded generic and over-the-counter products across key market segments including dermatology and anti-infectives.
Litha, based in South Africa, is a diversified healthcare group providing services, products and solutions to public and private hospitals, pharmacies, general and specialist practitioners, as well as government healthcare programs. On October 1, 2015, the Company acquired a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeutics areas from a subsidiary of Aspen Holdings and from GlaxoSmithKline plc (the Aspen Holdings acquisition).
Devices
The following table displays the significant components of our former Devices segment revenues to external customers for the years ended December 31 (in thousands):
 2015 2014 2013
Men's Health and BPH Therapy$215,086
 $395,231
 $383,128
Astora Women's Health90,170
 101,274
 109,098
Total Devices$305,256
 $496,505
 $492,226
The operating results of AMS are reported as Discontinued operations, net of tax in the consolidated statements of operations for all periods presented.
Following is information about select on-market products in the Women’s Health component in the table above:
MonarcTMSubfascial Hammock. The MonarcTM subfascial hammock is our leading device to treat female stress urinary incontinence, which generally results from a weakening of the tissue surrounding the bladder and urethra which can be a result of pregnancy, childbirth and aging. It incorporates unique helical needles to place a self-fixating, sub-fascial hammock through the obturator foramen.

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ElevateTMAnterior and Posterior Pelvic Floor Repair System. Our former Devices segment offers the ElevateTM transvaginal pelvic floor repair system, for the treatment of pelvic organ prolapse, which may be caused by pregnancy, labor, and childbirth. Using an anatomically designed needle and self-fixating tips, ElevateTM allows for safe, simple and precise mesh placement through a single vaginal incision, avoiding an external incision.
Select Products in Development
U.S. Branded Pharmaceuticals
XIAFLEX® (collagenase clostridium histolyticum or CCH) is currently approved and marketed in the U.S. for the treatment of both Dupuytren’s Contracture and Peyronie’s Disease (two separate indications). We are progressing development programs in several other indications which are ongoing, including cellulite, Dupuytren’s Nodules, Adhesive Capsulitis and canine lipomas, and have recently opted into two additional new indications, Plantar Fibromatosis and Lateral Hip Fat, which we are planning to initiate Investigational New Drug Applications (INDs) in 2016 pending discussions with the FDA. We are progressing the cellulite development program into Phase 2b following meetings held with the FDA in December 2014 and a subsequent follow-up meeting in December 2015, with the Phase 2b study anticipated to begin enrolling subjects in the first quarter of 2016. We are planning to progress the Dupuytren’s Nodules program following a meeting with the FDA in January 2016. In addition, we will be receiving written comments from FDA on its proposed Adhesive Capsulitis program by March 11, 2016. The Company has opted in to the development of CCH in canine lipomas. Projects
U.S. Generic Pharmaceuticals Pipeline
Our primary approach to generic pharmaceuticalspharmaceutical product development is to target high-barrier-to-entry generic products, including first-to-file or first-to-market opportunities. A first-to-file product refers to an ANDA that is the first ANDA filed containing a Paragraph IV patent challenge to the corresponding branded product, which offers the opportunity for 180 days of generic marketing exclusivity if we are successful in litigating the patent challenge and receive final FDA approval of the product. A first-to-market product refers to a product that is the first marketed generic equivalent of a branded product for reasons apart from statutory marketing exclusivity, such as the generic equivalent of a branded product that is difficult to formulate or manufacture. Our potential first-to-file and first-to-market opportunities account for approximately a third of our pipeline of ANDAs. We expect that these potential first-to-file and first-to-marketsuch product opportunities willto result in product launchesproducts that are either the exclusive generic or have two or fewer generic competitors when launched, which we believe leadstends to lead to more sustainable market share and profitability for our product portfolio.
The timing of final FDA approval of ANDA applications depends on a variety of factors, including whether the applicant challenges any listed patents for the drug and whether the manufacturer of the reference listed drug is entitled to one or more statutory exclusivity periods, during which the FDA is prohibited from approving generic equivalents. In certain circumstances, a regulatory exclusivity period can extend beyond the life of a patent, and thus block ANDAs from being approved on the patent expiration date. The time required to obtain FDA approval of ANDAs is on average currently approximately 40 months after initial filing.
As of December 31, 2015, we had2017, our U.S. Generic Pharmaceuticals segment has over 250175 products in ourits pipeline, which included approximately 130100 ANDAs pending with the FDA representing $37.0approximately $30 billion of combined annual sales for the corresponding branded products in 2015, including 38 potential2017. Of the 100 ANDAs, approximately 40 represent first-to-file andopportunities or first-to-market opportunities. We conductperiodically review our research and development activitiesgeneric products pipeline in order to better direct investment toward those opportunities that we expect will deliver the greatest returns. This process can lead to decisions to discontinue certain R&D projects that may reduce the number of products in our New Yorkpreviously reported generic pipeline.

Collagenase Clostridium Histolyticum
Collagenase clostridium histolyticum (CCH) is currently approved and India facilities to concentrate internal generic research and development effort on completing generic products currentlymarketed in development that are expected to yield future product launches into markets with limited projected competition.
Planned 2016 product launches include ezetimibe tablets (generic version of Zetia®), which is a first-to-file product with an associated brand value of approximately $2.0 billion, quetiapine ER tablets (generic version of Seroquelthe U.S. under the trademark XIAFLEX® XR),for the treatment of both DC and PD (two separate indications). We are progressing the branded cellulite treatment development program for CCH. We completed a Phase 2b clinical trial for this program, the results of which is a first-to-file productwere released in November 2016. An End of Phase 2 meeting with an associated brand valuethe FDA occurred in early 2017 and, in February 2018, we initiated two identical Phase 3 clinical trials for CCH for the treatment of approximately $1.0 billion,cellulite. The multicenter, randomized, double-blind, placebo-controlled studies will evaluate the safety and rosuvastatin tablets (generic versionability of Crestor®) with an associated brand valueCCH to reduce the appearance of approximately $6.0 billion.cellulite.
International Pharmaceuticals
We have submitted applicationsglobal marketing rights for regulatory approvalCCH for the treatment of various products in our international markets,cellulite. We also have the right to further develop CCH for additional indications, including RLX030 (serelaxin). RLX030 is a novel treatment for acute heart failure. Phase IIDupuytren’s nodules, adhesive capsulitis, lateral hip fat, plantar fibromatosis and III studies suggested RLX030 helped patients with acute heart failure live longer. A second ongoing Phase III study follows a request from Canadian regulators for more evidence of the therapy’s efficacy, with results expected by 2017.human and canine lipomas.
Competition
Branded Pharmaceuticals
The branded pharmaceutical industry is highly competitive. Our products compete with products manufactured by many other companies in highly competitive markets throughout the U.S. and internationally through our Paladin, Somar and Litha businesses. Our competitors vary depending upon therapeutic and product categories. Competitors include many of the major brand name and generic manufacturers of pharmaceuticals. In the market for branded pharmaceuticals, our competitors, including Abbott Laboratories (Abbott), Allergan plc (Allergan), Purdue Pharma, L.P. (Purdue), Jazz Pharmaceuticals plc (Jazz), Shire plc (Shire), Horizon Pharma

11


plc (Horizon), and Mallinckrodt plc (Mallinckrodt), among others, vary depending on product category, dosage strength and drug-delivery systems.
We compete principally through our acquisition and in-licensing strategies and targeted product development. The competitive landscape in the acquisition and in-licensing of pharmaceutical products has intensified in recent years as there has been a reduction in the number of compounds available and an increase in the number of companies and the collective resources bidding on available assets. In addition to product development and acquisitions, other competitive factors in the pharmaceutical industry include product efficacy, safety, ease of use, price, demonstrated cost-effectiveness, marketing effectiveness, service, reputation and access to technical information.
The competitive environment of the branded product business requires us to continually seek out technological innovations and to market our products effectively. However, some of our current branded products not only face competition from other brands, but also from generic versions. Generic versions are generally significantly less expensive than branded versions, and, where available, may be required in preference to the branded version under third-party reimbursement programs, or substituted by pharmacies. If competitors introduce new products, delivery systems or processes with therapeutic or cost advantages, our products can be subject to progressive price reductions or decreased volume of sales, or both. Most new products that we introduce must compete with other products already on the market or products that are later developed by competitors. Manufacturers of generic pharmaceuticals typically invest far less in research and development than research-based pharmaceutical companies and therefore can price their products significantly lower than branded products. Accordingly, when a branded product loses its market exclusivity, it normally faces intense price competition from generic forms of the product. To successfully compete for business with managed care and pharmacy benefits management organizations, we must often demonstrate that our products offer not only medical benefits but also cost advantages as compared with other forms of care.
We are aware of certain competitive activities involving OPANA® ER and other products. For a description of these competitive activities, including the litigation related to Paragraph IV Certification Notices, see Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
Generic Pharmaceuticals
In the generic pharmaceutical market, we face intense competition from other generic drug manufacturers, brand name pharmaceutical companies through authorized generics, existing brand equivalents and manufacturers of therapeutically similar drugs. InOur major competitors in the generics market, for generic pharmaceuticals, our competitors, including Teva Pharmaceutical Industries Limited (Teva), Mylan Inc. (Mylan)N.V., Sandoz (a division of Novartis AG) and Impax Laboratories, Inc. (Impax), vary depending on product category and dosage strength.
Our primary strategy is to compete in the generic product market with a focus on high-value, first-to-file or first-to-market opportunities, regardless of therapeutic category, and products that present significant barriers to entry for reasons such as complex formulation, regulatory or legal challenges or difficulty in raw material sourcing. By specializing in high barrier to entry products, we endeavor to market more profitable and longer-lived products relative to commodity generic products. We believe that our competitive advantages include our integrated team-based approach to product development that combines our formulation, regulatory, legal, manufacturing and commercial capabilities; our ability to introduce new generic equivalents for brand-name drugs; our quality and cost-effective production; our ability to meet customer expectations; and the breadth of our existing generic product portfolio offering.by product.
We make a significant amountportion of our sales to a relatively small number of drug wholesalers and retail drug store chains. These customers represent an essential part ofplay a key role in the distribution chain of our pharmaceutical products. Drug wholesalers and retail drug store chains have undergone, and are continuing to undergo, significant consolidation. This consolidation, which has resulted in these groups gaining additional purchasing leverage and consequently increasingthat has increased the product pricing pressures facingon our business. Additionally, the emergence of large buying groups representing independent retail pharmacies and other drug distributors, and the prevalence and influence of managed care organizations and similar institutions, enable those groups to demand larger price discounts on our products. For example, there has beenMcKesson Corporation and Wal-Mart Stores, Inc. entered into an agreement to jointly source generic pharmaceuticals and Express Scripts, through a recent trend of large wholesalers and retailer customers forming partnerships, such as the alliance betweenwholly owned subsidiary, Innovative Product Alignment, LLC, announced it will participate in Walgreens and AmerisourceBergen Corporation, the alliance between Rite Aid and McKesson Drug Company and the alliance between CVS and Cardinal Health.Boots Alliance Development GmbH group purchasing organization. As a result of thisthese alliances, the consolidation among wholesale distributors as well asand the growth of large retail drug store chains, a small number of large wholesale distributorspurchasers control a significant share of the market. This has resulted in our customers gainingpurchases and have gained more purchasing power. Consequently, there ispower that has heightened competition among generic drug producers for the business of this smaller and more selectiveconsolidated customer base.
Newly introduced generic products with limited or no other generic competition typically garner higher prices. prices relative to commoditized generic products. As such, our primary strategy is to compete in the generic product market with a focus on high-value, first-to-file or first-to-market opportunities, regardless of therapeutic category, and products that present significant barriers to entry for reasons such as complex formulation or regulatory or legal challenges. For additional detail, see “Our Competitive Strengths - Focus on the differentiated products of our generics business.”
At the expiration of theany statutory generic exclusivity period, other generic distributors may enter the market, resulting in a significant price decline for the drug.declines. Consequently, the maintenance ofmaintaining profitable operations in generic pharmaceuticals depends, in part, on our continuing ability to select, develop, procure regulatory approvals of, overcome legal challenges to, launch and launchcommercialize new generic products in a timely and cost efficient manner and to maintain efficient, high quality manufacturing capabilities. For additional detail, see “Our Competitive Strengths-Operational excellence.”
Branded Pharmaceuticals
Our branded pharmaceutical products compete with products manufactured by many other companies in highly competitive markets throughout the U.S. and internationally, primarily through Paladin. Competitors include many of the major brand name and generic manufacturers of pharmaceuticals. With respect to branded pharmaceuticals, our competitors, including Mylan N.V., Allergan plc (Allergan), Purdue Pharma, L.P. (Purdue), Jazz Pharmaceuticals plc (Jazz), Shire plc (Shire), Horizon Pharma plc (Horizon) and Mallinckrodt plc (Mallinckrodt), among others, vary depending on therapeutic and product category, dosage strength and drug-delivery systems.
We compete principally through targeted product development and our acquisition and in-licensing strategies. The competitive landscape in the acquisition and in-licensing of pharmaceutical products has intensified in recent years as a result of a reduction in the number of compounds available and an increase in competitors bidding on available assets. In addition to product development and acquisitions, other competitive factors in the pharmaceutical industry include product efficacy, safety, ease of use, price, demonstrated cost-effectiveness, marketing effectiveness, service, reputation and access to technical information.

Most new products that we introduce must compete with other products already on the market or products that are later developed by competitors. If competitors introduce new products, delivery systems or processes with therapeutic or cost advantages, our products can be subject to progressive price reductions and/or decreased volume of sales. Accordingly, the competitive environment of the branded product business requires us to continually seek out technological innovations and to market our products effectively. To successfully compete for business of managed care and pharmacy benefits management organizations, we must often demonstrate that our products offer not only medical benefits but also cost advantages as compared with other forms of care.
12Some of our current branded products face competition not only from other brands, but also from generic versions. Such products include, among others, PERCOCET®, VOLTAREN® Gel, LIDODERM® and TESTIM®. Manufacturers of generic pharmaceuticals typically invest far less in R&D than research-based pharmaceutical companies and therefore can price their products significantly lower than branded products. Accordingly, when a branded product loses its market exclusivity, it normally faces intense price competition from generic forms of the product. Due to their significantly lower prices, generic versions, where available, may be substituted by pharmacies or required in preference to the branded version under third-party reimbursement programs.
In addition to those listed above, we are aware of certain competitive activities involving certain of our branded products. For a description of these competitive activities, including the litigation related to Paragraph IV Certification Notices, see Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".


Seasonality
Although our business is affected by the purchasing patterns and concentration of our customers, our business is not materially impacted by seasonality.
Major Customers
We primarily sell our generic and branded pharmaceuticals to wholesalers, retail drug store chains, supermarket chains, mass merchandisers, distributors, mail order accounts, hospitals and generics directly to a limited number of large pharmacy chainsgovernment agencies. Our wholesalers and through a limited number of wholesale drug distributors who,purchase products from us and, in turn, supply products to retail drug store chains, independent pharmacies and managed health care organizations. Customers in the managed health care market include health maintenance organizations, nursing homes, hospitals, governmental agenciesclinics, pharmacy benefit management companies and physicians.mail order customers. Total revenues from customers that accounted for 10% or more of our total consolidated revenues during the years ended December 31, 2017, 2016 and 2015 are as follows:
2015 2014 20132017 2016 2015
Cardinal Health, Inc.21% 21% 26%25% 26% 21%
McKesson Corporation31% 31% 32%25% 27% 31%
AmerisourceBergen Corporation23% 16% 19%25% 25% 23%
Revenues from these customers are included within each of our U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals segments.
As a result of consolidation among wholesale distributors as well as rapidand the growth of large retail drug store chains, a small number of large wholesale distributors control a significant share of the market, and the number of independent retail drug stores and small retail drug store chains has decreased. Some wholesale distributors have demanded that pharmaceutical manufacturers, including us, enter into distribution service agreements (DSAs) pursuant to which the wholesale distributors provide the pharmaceutical manufacturers with specific services, including the provision of periodic retail demand information and current inventory levels and other information. We have entered into certain of these agreements.
Revenue related to independent specialty pharmacies during the year ended December 31, 2015 was approximately 3% of the Company’s overall 2015 revenue.
Patents, Trademarks, Licenses and Proprietary Property
As of February 19, 2016,20, 2018, we held approximately: 352243 U.S. issued patents, 19064 U.S. patent applications pending, 856551 foreign issued patents, and 510150 foreign patent applications pending. In addition, as of February 19, 2016,20, 2018, we have licenses for approximately 8141 U.S. issued patents, 5636 U.S. patent applications pending, 334157 foreign issued patents and 13972 foreign patent applications pending. The following table sets forth information as of February 19, 201620, 2018 regarding patents relating to each of our most significant products:
Patent No. Patent Expiration* Relevant Product Ownership Jurisdiction Where Granted
7,276,250February 4, 2023
OPANA® ER
OwnedUSA
8,075,872November 20, 2023
OPANA® ER
Exclusive LicenseUSA
8,114,383October 10, 2024
OPANA® ER
Exclusive LicenseUSA
8,192,722September 15, 2025
OPANA® ER
Exclusive LicenseUSA
8,309,060November 20, 2023
OPANA® ER
Exclusive LicenseUSA
8,309,122February 4, 2023
OPANA® ER
OwnedUSA
8,329,216February 4, 2023
OPANA® ER
OwnedUSA
8,808,737June 21, 2027
OPANA® ER
OwnedUSA
8,871,779November 22, 2029
OPANA® ER
Exclusive LicenseUSA
7,718,640 March 14, 2027 
AveedAVEED®
 Exclusive License USA
8,338,395 February 27, 2026 
Aveed®
Exclusive LicenseUSA
5,957,886March 8, 2016
Sumavel® DosePro®
Exclusive LicenseUSA
6,135,979March 21, 2017
Sumavel® DosePro®
Exclusive LicenseUSA
6,251,091December 9, 2016
Sumavel® DosePro®
Exclusive LicenseUSA
6,280,410March 27, 2017
Sumavel® DosePro®
Exclusive LicenseUSA
6,554,818March 27, 2017
Sumavel® DosePro®
Exclusive LicenseUSA
7,776,007November 22, 2026
Sumavel® DosePro®
Exclusive LicenseUSA
7,901,385July 31, 2026
Sumavel® DosePro®
Exclusive LicenseUSA
8,118,771August 10, 2023
Sumavel® DosePro®
Exclusive LicenseUSA
8,241,243August 10, 2023
Sumavel® DosePro®
Exclusive LicenseUSA

13


Patent No.Patent Expiration*Relevant ProductOwnershipJurisdiction Where Granted
8,241,244November 21, 2022
Sumavel® DosePro®
Exclusive LicenseUSA
8,267,903March 18, 2023
Sumavel® DosePro®
Exclusive LicenseUSA
8,287,489December 6, 2024
Sumavel® DosePro®
Exclusive LicenseUSA
8,343,130October 18, 2022
Sumavel® DosePro®
Exclusive LicenseUSA
8,491,524November 21, 2022
Sumavel® DosePro®
Exclusive LicenseUSA
8,663,158November 21, 2022
Sumavel® DosePro®
Exclusive LicenseUSA
8,715,259March 18, 2023
Sumavel® DosePro®
Exclusive LicenseUSA
8,734,384June 8, 2032
Sumavel® DoseProAVEED®
 Exclusive License USA
RE39,941 August 24, 2019 
XiaflexXIAFLEX®
 Exclusive License USA
6,022,539 June 3, 2019 
XiaflexXIAFLEX®
 Exclusive License USA
7,811,560 July 12, 2028 
XiaflexXIAFLEX®
 Owned; Exclusive LicenseUSA
7,070,556November 9, 2023
MonarcTM
OwnedUSA
7,347,812March 17, 2026
MonarcTM
OwnedUSA
7,988,615June 3, 2026
MonarcTM
OwnedUSA
7,357,773January 5, 2026
MonarcTM
OwnedUSA
6,911,003January 23, 2023
MonarcTM
OwnedUSA
5,800,832October 18, 2016
BELBUCATM
Exclusive LicenseUSA
6,159,498October 18, 2016
BELBUCATM
Exclusive LicenseUSA
7,579,019January 22, 2020
BELBUCATM
Exclusive LicenseUSA
8,147,866July 23, 2027
BELBUCATM
Exclusive License USA
7,229,636 August 1, 2024 
NascobalNASCOBAL® Nasal Spray
 Owned USA
7,404,489 March 12, 2024 
NascobalNASCOBAL® Nasal Spray
 Owned USA
7,879,349 August 1, 2024 
NascobalNASCOBAL® Nasal Spray
 Owned USA
8,003,353 August 1, 2024 
NascobalNASCOBAL® Nasal Spray
 Owned USA
8,940,714 February 26, 2024 
NascobalNASCOBAL® Nasal Spray
OwnedUSA
9,415,007July 28, 2024
NASCOBAL® Nasal Spray
OwnedUSA
9,375,478January 30, 2035
VASOSTRICT®
OwnedUSA
9,687,526January 30, 2035
VASOSTRICT®
OwnedUSA
9,744,209January 30, 2035
VASOSTRICT®
OwnedUSA
9,744,239January 30, 2035
VASOSTRICT®
OwnedUSA
9,750,785January 30, 2035
VASOSTRICT®
OwnedUSA
9,119,876March 13, 2035
ADRENALIN®
OwnedUSA
9,295,657March 13, 2035
ADRENALIN®
 Owned USA
__________
*    Our exclusive license agreements extend to or beyond the patent expiration dates.
*Our license agreements for the patents in the table above extend to or beyond the patent expiration dates.
The effect of these issued patents is that they provide us with patent protection by virtue of our ability to exclude others from making, using, selling, offering for the claimssale and importing that which is covered by the patents.their claims. The coverage claimed in a patent application can be significantly reduced before the patent is issued. Accordingly, we do not know whether any of the applications we acquire or license will result in the issuance of patents, or, if any patents are issued, whether they will provide significant proprietary protection or will be challenged, circumvented or invalidated. Because unissued U.S. patent applications are maintained in secrecy for a period of eighteen months and U.S. patent applications filed prior to November 29, 2000 are not disclosed until such patents are issued, and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain of the priority of inventions covered by pending patent applications. Moreover, we may have to participate in interference and other inter parties proceedings declared by the U.S. Patent and Trademark OfficePTO to determine priority of invention, or in opposition proceedings in a foreign patent office, either of which could result in substantial cost to us, even if the eventual outcome is favorable to us. There can be no assurance that any patents, if issued, will be held valid by a court of competent jurisdiction. An adverse outcome could subject us to significant liabilities to third parties, require disputed rights to be licensed from third parties or require us to cease using such technology.
We believe that our patents, the protection of discoveries in connection with our development activities, our proprietary products, technologies, processes and know-how and all of our intellectual property are important to our business. AllMany of our brand products, andincluding certain of our generic products, such as Endocet® and Endodan® are sold under trademarks. To achieve a competitive position, we rely on trade secrets, non-patented proprietary know-how and continuing technological innovation, where patent protection is not believed to be appropriate or attainable. In addition, as outlined above, we have a number of patent licenses from third parties, some of which may be important to our business. See Note 11. License and Collaboration Agreements in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules". There can be no assurance that any of our patents, licenses or other intellectual property rights will afford us any protection from competition.
We rely on confidentiality agreements with our employees, consultants and other parties to protect, among other things, trade secrets and other proprietary technology. There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, that others will not independently develop equivalent proprietary information or that other third parties will not otherwise gain access to our trade secrets and other intellectual property.

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We may find it necessary to initiate litigation to enforce our patent rights, to protect our intellectual property or trade secrets or to determine the scope and validity of the proprietary rights of others. Litigation is costly and time-consuming, and there can be no assurance that our litigation expenses will not be significant in the future or that we will prevail in any such litigation. See Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
Governmental Regulation
United States Food and Drug Administration and Drug Enforcement AgencyAdministration
InThe pharmaceutical industry in the United States, the development, testing, manufacture, holding, packaging, labeling, distribution, marketing, and sales of our products and our ongoing product development activities areU.S. is subject to extensive and rigorous government regulation. The Federal Food, Drug, and Cosmetic Act (FFDCA), the Controlled Substances Act (CSA) and other federal and state statutes and regulations govern or influence the testing, manufacture,manufacturing, packaging, labeling, storage, record keeping, approval, advertising, promotion, sale and distribution of pharmaceutical products. Noncompliance with applicable requirements can result in fines, recall or seizure of products, total or partial suspension of production and/or distribution, injunctions, refusal of the government to enter into supply contracts or to approve NDAs, ANDAs and Biologics License Applications (BLAs), civil penalties and criminal prosecution.
FDA approval is typically required before any new drug can be marketed. An NDA or BLA is a filing submitted to the FDA to obtain approval of new chemical entities and other innovations for which thorough applied research is required to demonstrate safety and effectiveness in use. The process generally involves:
Completion of preclinical laboratory and animal testing and formulation studies in compliance with the FDA’s Good Laboratory Practice (GLP) regulations;
Submission to the FDA of an Investigational New Drug (IND) application for human clinical testing, which must become effective before human clinical trials may begin in the U.S.;
Approval by an independent institutional review board (IRB) before each trial may be initiated, and continuing review during the trial;
Performance of human clinical trials, including adequate and well-controlled clinical trials in accordance with good clinical practices (GCPs) to establish the safety and efficacy of the proposed drug product for each intended use;
Submission of an NDA or BLA to the FDA;
Satisfactory completion of an FDA pre-approval inspection of the product’s manufacturing processes and facility or facilities to assess compliance with the FDA’s current Good Manufacturing Practice (cGMP) regulations, and/or review of the Chemistry, Manufacturing and Controls (CMC) section of the NDA or BLA to require that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality, purity and potency;
Satisfactory completion of an FDA advisory committee review, if applicable; and
Approval by the FDA of the NDA or BLA.
Clinical trials are typically conducted in three sequential phases, although the phases may overlap.
Phase I1 trials generally involvesinvolve testing the product for safety, adverse effects, dosage, tolerance, absorption, distribution, metabolism, excretion and other elements of clinical pharmacology.
Phase II2 trials typically involve a small sample of the intended patient population to assess the efficacy of the compound for a specific indication, to determine dose tolerance and the optimal dose range as well as to gather additional information relating to safety and potential adverse effects.
Phase III3 trials are undertaken in an expanded patient population at typically dispersed study sites, in order to determine the overall risk-benefit ratio of the compound and to provide an adequate basis for product labeling.
Each trial is conducted in accordance with certain standards under protocols that detail the objectives of the study, the parameters to be used to monitor safety and efficacy criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND.
Data from preclinical testing and clinical trials are submitted to the FDA in an NDA or BLA for marketing approval and to foreign government health authorities in a marketing authorization application, consistent with each health authority’s specific regulatory requirements. Clinical trials are also subject to regulatory inspections by the FDA and other regulatory authorities to confirm compliance with applicable regulatory standards. The process of completing clinical trials for a new drug may take many years and require the expenditures of substantial resources. See Item 1A. Risk Factors - “The pharmaceutical and medical device industry is heavily regulated, which creates uncertainty about our ability to bring new products to market and imposes substantial compliance costs on our business,” for further discussion on FDA approval. As a condition of approval, the FDA or foreign regulatory authorities may require further studies, including Phase IV post-marketing studies or post-marketing data reporting. Results of post-marketing programs may limit or expand the further marketing of the products.
For some drugs, the FDA may require a Risk Evaluation and Mitigation Strategy (REMS), which could include medication guides, physician communication plans, or other elements to make certain safe use. In February 2009, the FDA sent letters to manufacturers of certain opioid drug products, indicating that these drugs will be required to have a REMS designed to reduce risks

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and improve the safe use of certain opioid drug products. Three products sold by Endo were included in the list of affected opioid drugs: OPANA® ER, morphine sulfate ER and oxycodone ER. In 2011, the FDA sent another letter requiring that the manufacturers of these drugs develop and submit to the FDA a post-market REMS plan. The FDA approved a class-wide extended-release/long-acting REMS in July 2012. The goal of this REMS is to reduce serious adverse outcomes resulting from inappropriate prescribing, misuse and abuse of extended-release or long-acting opioid analgesics while maintaining patient access to pain medications. The REMS includes a Medication Guide, Elements to Assure Safe Use and annual REMS Assessment Reports. See Item 1A. Risk Factors - “The pharmaceutical and medical device industry is heavily regulated, which creates uncertainty about our ability to bring new products to market and imposes substantial compliance costs on our business, for further discussion.  In recent years,discussion on FDA approval. As a condition of approval, the FDA has taken stepsor foreign regulatory authorities may require further studies, including Phase 4 post-marketing studies or post-marketing data reporting. Results of post-marketing programs may limit or expand the further marketing of the products.

For some drugs, the FDA may require a Risk Evaluation and Mitigation Strategy (REMS) to reduce the maximum strength of acetaminophen in prescription combination drugconfirm a drug’s benefits outweigh its risks. REMS could include medication guides, physician communication plans or other elements. See Item 1A. Risk Factors - “The pharmaceutical industry is heavily regulated, which creates uncertainty about our ability to bring new products to help reduce or prevent the riskmarket and imposes substantial compliance costs on our business” for further discussion, including examples of liver injury from an unintentional overdose of acetaminophen. Among the Company’s products sold by us that have been impacted by the FDA’s actions were three branded combination drug pain relief products: Percocet®, Endocet® and Zydone®; and the generic combination drug pain relief products: butalbital/acetaminophen/caffeine, hydrocodone/acetaminophen and oxycodone/acetaminophen.REMS.
In most instances, FDA approval of an ANDA is required before a generic equivalent of an existing or reference-listed drug can be marketed. The ANDA process is abbreviated in that the FDA waives the requirement of conducting complete preclinical and clinical studies and generally instead relies principally on bioequivalence studies. Bioequivalence generally involves a comparison of the rate of absorption and levels of concentration of a generic drug in the body with those of the previously approved drug. When the rate and extent of absorption of systemically acting test and reference drugs are considered the same under the bioequivalence requirement, the two drugs are considered bioequivalent and are generally regarded as therapeutically equivalent, meaning that a pharmacist can substitute the product for the reference-listed drug. Under certain circumstances, an ANDA may also be submitted for a product authorized by approval of an ANDA suitability petition. Such petitions may be submitted to secure authorization to file an ANDA for a product that differs from a previously approved drug in active ingredient, route of administration, dosage form or strength. In September 2007 and July 2012, Congress re-authorized pediatric testing legislation, which may continue to affect pharmaceutical firms’ ability to filenow requires ANDAs approved via the suitability petition route.route to conduct pediatric testing. The timing of final FDA approval of ANDA applications depends on a variety of factors, including whether the applicant challenges any listed patents for the drug and whether the manufacturer of the reference listed drug is entitled to one or more statutory exclusivity periods, during which the FDA is prohibited from approving generic products. In certain circumstances, a regulatory exclusivity period can extend beyond the life of a patent, and thus block ANDAs from being approved onuntil after the patent expiration date.
Certain of our products are or in the future could bebecome regulated and marketed as biologic products pursuant to BLAs. Our BLA-licensed products were licensed based on a determination by the FDA of safety, purity and potency as required under the Public Health Service Act (PHSA). Although the ANDA framework referenced above does not apply to generics of BLA-licensed biologics, in 2010, Congress enacted the Biologics Price Competition and Innovation Act of 2009 (BPCIA), as part of the Healthcare Reform Law, which amended the PHSA to createthere is an abbreviated licensure pathway for products deemed to be biosimilar to, or interchangeable with, FDA-licensed reference biological products.products pursuant to the Biologics Price Competition and Innovation Act of 2009 (BPCIA). Under the BPCIA, following the expiration of a 12-year reference exclusivity period, the FDA may license, under section 351(k) of the PHSA, a biologic that it determines is biosimilar to, or interchangeable with, a reference product licensed under section 351(a) of the PHSA. Biosimilarity is defined to mean that the section 351(k) product is highly similar to the reference product, notwithstanding minor differences in clinically inactive components, and that there are no clinically meaningful differences between the section 351(k) product and the reference product in terms of the safety, purity and potency of the product.potency. To be considered interchangeable, a product must be biosimilar to the reference product, be expected to produce the same clinical result as the reference product in any given patient and, if administered more than once to an individual, the risks in terms of safety or diminished efficacy of alternating or switching between use of the product and its reference product is not greater than the risk of using the reference product without such alternation or switch.
Once any referenceregulatory exclusivity period for our BLA-licensed biologics expires, the FDA may approve under section 351(k) of the PHSA another company’s BLA for a biosimilar or interchangeable version of our product. Although licensure of a biosimilar or interchangeable under section 351(k)product is generally expected to require less than the full complement of product-specific preclinical and clinical data required for innovator products, licensed under section 351(a),the FDA has considerable discretion over the kind and amount of scientific evidence required to demonstrate biosimilarity and interchangeability, and the agency has yet to issue regulations setting forth specific criteria for licensure of biosimilar or interchangeable products. Consequently, many questions remain about FDA’s interpretation of the BPCIA licensure framework, as well as about the potential commercial impact of biosimilar and interchangeable biologics licensed under section 351(k) of the PHSA.interchangeability.
Based on scientific developments, post-market experience or other legislative or regulatory changes, the current FDA standards of review for approving new pharmaceutical products are sometimes more stringent than those that were applied in the past, including tofor certain opioid products. As a result, the FDA does not have as extensive safety databases on these products that are as onextensive as some products developed more recently. Accordingly, we believe the FDA has expressed an intention to develop such databases for certain of these products, including many opioids.
The 21st Century Cures Act (Cures Act) was signed into law on December 13, 2016. The Cures Act includes various provisions to accelerate the development and delivery of new treatments, such as those intended to expand the types of evidence manufacturers may submit to support FDA drug approval, to encourage patient-centered drug development, to liberalize the communication of healthcare economic information (HCEI) to payers and to create greater transparency with regard to manufacturer expanded access programs. Central to the Cures Act are provisions that enhance and accelerate the FDA’s processes for reviewing and approving new drugs and supplements to approved NDAs. These include, but are not limited to, provisions that (i) require the FDA to establish a program to evaluate the potential use of real world evidence to help to support the approval of a new indication for an approved drug and to help to support or satisfy post-approval study requirements, (ii) provide that the FDA may rely upon qualified data summaries to support the approval of a supplemental application with respect to a qualified indication for an already approved drug, (iii) require the FDA to issue guidance for purposes of assisting sponsors in incorporating complex adaptive and other novel trial designs into proposed clinical protocols and applications for new drugs and (iv) require the FDA to establish a process for the qualification of drug development tools for use in supporting or obtaining FDA approval for or investigational use of a drug.

The Cures Act also includes $1 billion in new funding to address what the act refers to as the “opioid abuse crisis.” Specifically, the Cures Act authorizes the awarding of grants to states for the purpose of addressing opioid abuse within each state, with preference to be given to states with an incidence or prevalence of opioid use disorders that is substantially higher relative to other states. Funding would be provided for states to supplement opioid abuse prevention and treatment activities, such as improving prescription drug monitoring programs, implementing prevention activities, providing training for health care providers and expanding access to opioid treatment programs. States receiving such grants would be required to report on activities funded by the grant in the substance abuse block grant report.
We cannot determine what effect changes in the FDA’s laws or regulations (including legal or regulator interpretations), when and if promulgated, or changes in the FDA’s legal or regulatory interpretations or requirements,upcoming advisory committee meetings may have on our business in the future. Changes could, among other things, require

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expanded or different labeling, additional testing, the recall or discontinuance of certain products and additional record keeping. Such changes could have a material adverse effect on our business, financial condition, results of operations and cash flows. See Item 1A. Risk Factors - “The pharmaceutical and medical device industry is heavily regulated, which creates uncertainty about our ability to bring new products to market and imposes substantial compliance costs on our business, for further discussion.
In September 2013, the FDA announced class-wide safety labeling changes and new post-market study requirements for all extended-release and long-acting (ER/LA) opioids. Among other things, the updated indication states that, because of the risks of addiction, abuse and misuse, even at recommended doses, and because of the greater risks of overdose and death, these drugs should be reserved for use in patients for whom alternative treatment options are ineffective, not tolerated or would be otherwise inadequate to provide sufficient management of pain; ER/LA opioid analgesics are not indicated for as-needed pain relief. The FDA is also requiring drug companies that make these products to conduct further studies and clinical trials to further assess the known serious risks of misuse, abuse, increased sensitivity to pain (hyperalgesia), addiction, overdose and death. It is not presently known what impact, if any, these changes to the indications for use or results from the post-marketing studies may have on our business, financial position, results of operations and cash flows.
A sponsor of an NDA is required to identify, in its application, any patent that claims the drug or a use of the drug subject to the application. Upon NDA approval, the FDA lists these patents in a publication referred to as the Orange Book. Any person that files aan NDA under Section 505(b)(2) NDA,of the FFDCA must make a certification in respect to listed patents, the type of NDA that may rely upon the data in the application for which the patents are listed or an ANDA to secure approval of a generic version of this first, or listed drug, must make a certification in respect to listed patents.drug. The FDA may not approve such an application for the drug until expiration of the listed patents unless (1)(i) the generic applicant certifies that the listed patents are invalid, unenforceable or not infringed by the proposed generic drug and gives notice to the holder of the NDA for the listed drug of the basis upon which the patents are challenged and (2)(ii) the holder of the listed drug does not sue the later applicant for patent infringement within 45 days of receipt of notice. Under the current law, if an infringement suit is filed, the FDA may not approve the later application until the earliest of: (i) 30 months after submission;submission, (ii) entry of an appellate court judgment holding the patent invalid, unenforceable or not infringed;infringed, (iii) such time as the court may order;order or (iv) expiration of the patent expires.patent.
One of the key motivators for challenging patents is the 180-day marketmarketing exclusivity period vis-á-vis other generic applicants granted to the developer of a generic version of a product that is the first to have its applicationANDA accepted for filing by the FDA and whose filing includes a certification that the applicable patent(s) are invalid, unenforceable and/or not infringed (a Paragraph IV certification) and that prevails in litigation withotherwise does not forfeit eligibility for the manufacturer of the branded product over the applicable patent(s).exclusivity. Under the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (2003 Medicare Act), with accompanying amendments to the Hatch-Waxman Act (Drug Price Competition and Patent Term Restoration Act), this marketing exclusivity would begin to run upon the earlier of the commercial launch of the generic product or upon an appellate court decision in the generic company’s favor.favor or in favor of another ANDA applicant who had filed with a Paragraph IV certification and has tentative approval. In addition, the holder of the NDA for the listed drug may be entitled to certain non-patent exclusivity during which the FDA cannot approve an application for a competing generic product or 505(b)(2) NDA product.
Numerous governmental authorities, principally theThe FDA also regulates pharmacies and comparable foreign regulatory agencies, regulate the development, clinical testing, design, manufacturing, packaging, labeling, storage, installation, marketing, distributionoutsourcing facilities that prepare “compounded” drugs pursuant to section 503A and servicing503B of our medical devices. In the U.S., under the FFDCA, medical devices, such as those manufactured by AMS are classified into Class I, II, or III dependingrespectively. For instance, pharmacies may compound drugs for an identified individual based on the degreereceipt of risk associated with each medical devicea valid prescription order, or notation approved by the prescribing practitioner, that a compounded product is necessary for the identified patient. Similarly, outsourcing facilities may compound drugs and the extent of control neededsell them to provide for safetyhealthcare providers, but not wholesalers or distributors. Although section 503A pharmacies and effectiveness. Generally, Class I includes devices with the least risk and Class III includes those with the greatest risk and thatsection 503B outsourcing facilities are subject to the most extensive controls. Class I medical devicesmany regulatory requirements, compounded drugs are not subject to premarket review by FDA and, therefore, may not have the FDA’s general controls, which include compliance with the applicable portionssame level of the FDA’s Quality System regulations, facility registrationsafety and product listing, reportingefficacy assurances of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising, and promotional materials. Class II devices aredrugs subject to premarket review and approval by the FDA’s general controls and may also beFDA. Because they are not subject to other special controls as deemed necessary by the FDA to provide for the safety and effectiveness of the device. Class III medical devicespremarket review, compounded drugs are subject to the FDA’s general controls, special controls, and premarket approval prior to marketing. Unclearedfrequently lower cost than either branded or unapproved medical devices generally cannot be shipped within the U.S. unless they meet a specific regulatory exemption, such as shipments for clinical testing purposes which comply with the FDA Investigational Device Exemption (IDE) regulations.
Medical devices can be marketed as Class I, II and III. If a device is classified as Class I or II, and if it is not otherwise exempt, its manufacturer will have to undertake the premarket notification process in order to obtain marketing clearance, also referred to as the “510(k) process.” When a 510(k) is required, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is substantially equivalent to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted, or to another commercially available, similar device which was subsequently cleared through the 510(k) process.
Class III devices are approved through a Premarket Approval Application (PMA), under which the applicant must submit data from adequate and well-controlled clinical trials to the FDA that demonstrate the safety and effectiveness of the device for its intended use(s). All of our marketed devices have been approved or cleared for marketing pursuant to a PMA or the 510(k) process. The FDA also has authority under the FFDCA to require a manufacturer to conduct post-market surveillance of a Class II or Class III device. Further, pursuant to the March 2010 healthcare reform law, a medical device tax went into effect January 1, 2013, for devices listed

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with the FDA. See Item 1A. Risk Factors - “The pharmaceutical and medical device industry is heavily regulated, which creates uncertainty about our ability to bring new products to market and imposes substantial compliance costs on our business”, for further discussion.generic drug products.
The FDA enforces regulations to require that the methods used in, and the facilities and controls used for, the manufacture, processing, packing and holding of drugs and medical devices conform to cGMPs. The cGMP regulations the FDA enforces are comprehensive and cover all aspects of manufacturing operations. The cGMP regulations for devices, called the Quality System Regulation, are also comprehensive and cover all aspects of device manufacture, from pre-production design requirements and validation to installation and servicing, insofar as they bear upon the safe and effective use of the device and whether the device otherwise meets the requirements of the FFDCA. Compliance with the regulations requires a continuous commitment of time, money and effort in all operational areas.

The FDA conducts pre-approval inspections of facilities engaged in the development, manufacture, processing, packing, testing and holding of the drugs subject to NDAs and ANDAs. In addition, manufacturers of both pharmaceutical products and active pharmaceutical ingredients (APIs) used to formulate the drug also ordinarily undergo a pre-approval inspection. Failure of any facility to pass a pre-approval inspection will result in delayed approval and wouldcould have a material adverse effect on our business, results of operations, financial condition and cash flows.
The FDA also conducts periodic inspections of drug and device facilities to assess the cGMP status of marketed products. Following such inspections, the FDA may issue an untitled letter as an initial correspondence that cites violations that do not meet the threshold of regulatory significance for a Warning Letter. FDA guidelines also provide for the issuance of Warning Letters for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. Finally, the FDA could issue a Form 483 Notice of Inspectional Observations, which could cause us to modify certain activities identified during the inspection. If the FDA were to find serious cGMP non-compliance during such an inspection, it could take regulatory actions that could adversely affect our business, results of operations, financial condition and cash flows. Imported API and other components needed to manufacture our products could be rejected by U.S. Customs. In respect to domestic establishments, the FDA could initiate product seizures or request, or in some instances require, product recalls and seek to enjoin or otherwise limit a product’s manufacture and distribution. In certain circumstances, violations could support civil penalties and criminal prosecutions. In addition, if the FDA concludes that a company is not in compliance with cGMP requirements, sanctions may be imposed that include preventing that company from receiving the necessary licenses to export its products and classifying that company as an unacceptable supplier, thereby disqualifying that company from selling products to federal agencies.
Certain of our subsidiaries sell products that are “controlled substances” as defined in the CSA and implementing regulations, which establish certain security and record keeping requirements administered by the Drug Enforcement AgencyAdministration (DEA). The DEA regulates controlled substances as Schedule I, II, III, IV or V substances, with Schedule I and II substances considered to present the highest risk of substance abuse and Schedule V substances the lowest risk. The active ingredients in some of our current products and products in development, including oxycodone, oxymorphone, buprenorphine, morphine, fentanyl and hydrocodone, are listed by the DEA as Schedule II or III substances under the CSA. Consequently, their manufacture, shipment, storage, sale and use are subject to a high degree of regulation. Since October 2014, hydrocodone combination products have been rescheduled by the DEA as Schedule II, which imposes additional access restrictions of these products and could ultimately impact our sales.
The DEA limits the availability of the active ingredients that are subject to the CSA used in manyseveral of our current products and products in development, as well as the production of these products, and we,products. We or our contract manufacturing organizations must annually apply to the DEA for procurement and production quotas in order to obtain and produce these substances. As a result, our quotas may not be sufficient to meet commercial demand or complete clinical trials. Moreover, the DEA may adjust these quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments. See Item 1A. Risk Factors - “The DEA limits the availability of the active ingredients used in many of our current products and products in development, as well as the production of these products, and, as a result, our procurement and production quotas may not be sufficient to meet commercial demand or complete clinical trials, for further discussion on DEA regulations. To meet its responsibilities, the DEA conducts periodic inspections of registered establishments that handle controlled substances. Annual registration is required for any facility that manufactures, tests, distributes, dispenses, imports or exports any controlled substance. The facilities must have the security, control and accounting mechanisms required by the DEA to prevent loss and diversion of controlled substances. Failure to maintain compliance can result in regulatoryenforcement action that could have a material adverse effect on our business, results of operations, financial condition and cash flows. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke or restrict those registrations. In certain circumstances, violations could eventuateresult in criminal proceedings.
Individual states also regulate controlled substances and we, as well as our third-party API suppliers and manufacturers, are subject to such regulation by several states with respect to the manufacture and distribution of these products.
Government Benefit Programs
As described further in Item 1A. Risk Factors, statutory and regulatory requirements for Medicaid, Medicare, TRICARE and other government healthcare programs such as Medicaid, Medicare and TRICARE govern access and provider reimbursement levels, and provide for other cost-containment

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measures such as requiring pharmaceutical companies to pay rebates or refunds for certain sales of products reimbursed by such programs, or subjecting sales of their products to certain price ceilings. In addition to the cost-containment measures described in Item 1A. Risk Factors, a final rule promulgated and reissued by the U.S. Department of Defense (DOD) in October 2010 subject drug sales to retail pharmacies under the TRICARE Retail Pharmacy Program are subject to certain price ceilings. Specifically, under the final rule,ceilings which require manufacturers are required,to, among other things, to pay refunds for prescriptions filled beginning on January 28, 2008 and extending to future periods based on the applicable ceiling price limits. Beginning in the first quarter of 2017, a provision inpursuant to the Bipartisan Budget Act of 2015, will also require drug manufacturers are required to pay additional rebates to Statestate Medicaid programs if the prices of their non-innovator drugs rise at a rate faster than inflation.inflation (as continues to be the case for innovator products).

The federal and/or state governmentsgovernment may continue to enact measures in the futurepursue legislation aimed at containing or reducing payment levels for prescription pharmaceuticals paid for in whole or in part with government funds. As is the case in California and Nevada, the state governments also may continue to enact similar cost containment or transparency legislation. We cannot predict the nature of thisthese or other such measures or their impact on our profitability and cash flows. These efforts could, however, have material consequences for the pharmaceutical industry and the Company.
From time to time, legislative changes are made to government healthcare programs that impact our business. Congress continues to examine various Medicare and Medicaid policy proposals that may result in a downward pressure on the prices of prescription drugs in these programs. See Item 1A. Risk Factors - “The availability of third party reimbursement for our products is uncertain, and thus we may find it difficult to maintain current price levels. Additionally, the market may not accept those products for which third party reimbursement is not adequately provided, for further discussion on Medicare and Medicaid reimbursements.
In addition, in March 2010, President Obama signed into law healthcare reform legislation (Healthcare Reform Law) that hasUnder the Patient Protection and will continue to make major changes to the healthcare system. One such change is the requirement thatAffordable Care Act (PPACA), pharmaceutical manufacturers of branded prescription drugs must pay an annual fee to the federal government. Each individual pharmaceutical manufacturer must pay a prorated share of the total industry fee (the fee iswas $3 billion infor 2016 and set to increase in subsequent years)is $4 billion for 2017, $4.1 billion for 2018 and $2.8 billion for years thereafter) based on the dollar value of its branded prescription drug sales to specified federal programs. The implementationPPACA also expanded health insurance coverage to many previously uninsured Americans, through a combination of federal subsidies for lower-income individuals who enrolled in health plans through health insurance exchanges and enabling states to expand Medicaid eligibility with the federal government paying a high share of the Healthcare Reform Law hascost.
Following the November 2016 U.S. elections, uncertainty continues to exist about the future of federal subsidies and willof insurance coverage expansion; the current administration and congressional leaders continue to resultexpress interest in repealing these PPACA provisions and replacing them with alternatives that may be less costly and provide state Medicaid programs and private health plans more flexibility. The recent U.S. tax reform legislation enacted by Congress and signed into law by President Trump, The Tax Cuts and Jobs Act of 2017, repealed the requirement that individuals maintain health insurance coverage or face a transformationpenalty (known as the “individual mandate”). The removal of this provision, coupled with the threat of the deliveryrepeal of other PPACA provisions, threaten the stability of the insurance marketplace and paymentmay have consequences for healthcare services in the U.S.coverage and accessibility of prescription drugs.
Healthcare Fraud and Abuse Laws
We are subject to various federal, state and local laws targeting fraud and abuse in the healthcare industry, violations of which can lead to civil and criminal penalties, including fines, imprisonment and exclusion from participation in federal healthcare programs. These laws are potentially applicable to us as both a manufacturer and a supplier of products reimbursed by federal healthcare programs, and they also apply to hospitals, physicians and other potential purchasers of our products.
The federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending, or arranging for a good or service, for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs. Remuneration is not defined in the federal Anti-Kickback Statute and has been broadly interpreted to include anything of value, including for example, gifts, discounts, coupons, the furnishing of supplies or equipment, credit arrangements, payments of cash, waivers of payments, ownership interests and providing anything at less than its fair market value. The federal Anti-Kickback Statute and implementing regulations provide for certain exceptions for “safe harbors” for certain discounting, rebating, or personal services arrangements, among other things. In addition, the recently enacted Healthcare Reform Law, among other things, amends the intent requirement ofUnder the federal Anti-Kickback Statute and the applicable criminal healthcare fraud statutes contained within 42 U.S.C. § 1320a-7b. Pursuant to the statutory amendment,1320a-7b, a person or entity no longer needs toneed not have actual knowledge of this statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim, including items or services resulting from a violation of 42 U.S.C. § 1320a-7b, constitutes a false or fraudulent claim for purposes of the civil False Claims Act (discussed below) or the civil monetary penalties statute, which imposes fines against any person who is determined to have presented or caused to be presented claims to a federal healthcare program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent. Moreover,The federal Anti-Kickback Statute and implementing regulations provide for certain exceptions for “safe harbors” for certain discounting, rebating or personal services arrangements, among other things. However, the lack of uniform court interpretation of the Anti-Kickback Statute makes compliance with the law difficult. Violations of the federal Anti-Kickback Statute can result in significant criminal fines, exclusion from participation in Medicare and Medicaid and follow-on civil litigation, among other things, for both entities and individuals.
Other federal healthcare fraud-related laws also provide criminal liability for violations. The Criminal Healthcare Fraud statute, 18 U.S.C. § 1347 prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private third-party payers. Federal criminal law at 18 U.S.C. § 1001, among other sections, prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. See Item 1A. Risk Factors - “We are subject to various regulations pertaining to the marketing of our products and services, for further discussion on the Anti-Kickback Statute.

The civil False Claims Act and similar state laws impose liability on any person or entity who, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal healthcare program. The qui tam provisions of the False Claims Act and similar state laws allow a private individual to bring civil actions on behalf of the federal or state government and to share in any monetary

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recovery. Finally, theThe Federal Physician Payments Sunshine Act and similar state laws impose reporting requirements for various types of payments to physicians and teaching hospitals. Failure to comply with required reporting requirements under these laws could subject manufacturers and others to substantial civil money penalties. In addition, government entities and private litigants have asserted claims under state consumer protection statutes against pharmaceutical and medical device companies for alleged false or misleading statements in connection with the marketing, promotion and/or sale of pharmaceutical and medical device products, including state investigations of the Company regarding the Company’s vaginal mesh devices and investigations and litigation by certain government entities regarding the Company’s marketing of opioid products.
International Regulations
Our growingThrough our international operations, have increased our interaction with regulatory authorities in other countries and made the Company is subject to laws and regulations that differ from those under which the Company operates in the United States.U.S. In most cases, thesenon-U.S. regulatory agencies evaluate and monitor the safety, efficacy and quality of pharmaceutical products, and devices, govern the approval of clinical trials and product registrations and regulate pricing and reimbursement. Many of theseCertain international markets have differing product preferences and requirements and operate in an environment of government-mandated, cost-containment programs, including price controls. SeveralCertain governments have placed restrictions on physician prescription levels and patient reimbursements, emphasized greater use of generic drugs and enacted across-the-board price cuts as methods of cost control.
Whether or not FDA approval has been obtained for a product, approval of the product by comparable regulatory authorities of other countriesgovernments must be obtained prior to marketing the product in those countries.jurisdictions. The approval process may be more or less rigorous from country to country,than the U.S. process and the time required for approval may be longer or shorter than thatis required in the United States.U.S.
Service Agreements
We contract with various third parties to provide certain critical services including manufacturing, supply, warehousing, distribution, customer service, certain financial functions, certain research and development activities and medical affairs.
For a complete description of our significant manufacturing, supply and other service agreements, see Note 11. License and Collaboration Agreements and Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
We primarily purchase our raw materials for the production and development of our products in the open market from third party suppliers. However, some raw materials are only available from one source. We attempt, when possible, to mitigate our raw material supply risks through inventory management and alternative sourcing strategies. We are required to identify the suppliers of all raw materials for our products in the drug applications that we file with the FDA. If the raw materials from an approved supplier for a particular product become unavailable, we would be required to qualify a substitute supplier with the FDA, which would likely interrupt manufacturing of the affected product. See Item 1A. Risk Factors for further discussion on the risks associated with the sourcing of our raw materials.
Acquisitions, License and& Collaboration Agreements and Acquisitions
We continue to seek to enhance our product line and develop a balanced portfolio of differentiated products through product acquisitions and in-licensing, or acquiring licenses to products, compounds and technologies from third parties or through company acquisitions.parties. The Company enters into strategic alliances and collaborative arrangements with third parties, which give the Company rights to develop, manufacture, market and/or sell pharmaceutical products, the rights to which are primarily owned by these third parties. These alliances and arrangements can take many forms, including licensing arrangements, co-development and co-marketing agreements, co-promotion arrangements, research collaborations and joint ventures. Such alliances and arrangements enable us to share the risk of incurring all research and development expenses that do not lead to revenue-generating products; however, because profits from alliance products are shared with the counter-parties to the collaborative arrangement, the gross margins on alliance products are generally lower, sometimes substantially so, than the gross margins that could be achieved had the Company not opted for a development partner. For a full discussion of material agreements and acquisitions, including agreement terms and status, see our disclosures in Note 5. Acquisitions and Note 11. License and Collaboration Agreements in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".

Environmental Matters
Our operations are subject to substantial federal, state and local environmental laws and regulations concerning, among other matters, the generation, handling, storage, transportation, treatment and disposal of, and exposure to, hazardous substances. Violation of these laws and regulations, which frequently change, can lead to substantial fines and penalties. Many of our operations require environmental permits and controls to prevent and limit pollution of the environment. We believe that our facilities and the facilities of our third party service providers are in substantial compliance with applicable environmental laws and regulations and we do not believe that future compliance will have a material adverse effect on our financial condition or results of operations.
Employees
As of February 19, 2016,20, 2018, we have 6,4063,039 employees, of which 592484 are engaged in research and development and regulatory work, 1,033398 in sales and marketing, 2,9161,087 in manufacturing, 928558 in quality assurance and 937512 in general and administrative capacities. Our employees are generally not represented by unions, with the exception of certain production personnel in our Rochester, Michigan and Mexican manufacturing facilities.facility. We believe that our relations with our employees are good.

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Executive Officers of the Registrant
The following table sets forth information as of February 29, 201627, 2018 regarding each of our current executive officers:
Name Age Position and Offices
Rajiv De SilvaPaul V. Campanelli 4955 President and Chief Executive Officer and Director
Suketu P. UpadhyayBlaise Coleman 4644 Executive Vice President, Chief Financial Officer
Susan Hall, Ph.D.Terrance J. Coughlin 5652 Executive Vice President, Chief ScientificOperating Officer & Global Head of R&D & Quality
Tony Pera60President, Par Pharmaceutical
Matthew J. Maletta 4446 Executive Vice President, Chief Legal Officer
Brian LortiePatrick Barry 5550 Executive Vice President of U.S. Branded Pharmaceuticals
Paul V. Campanelli53President, Par Pharmaceuticaland Chief Commercial Officer
Biographies
Our executive officers are briefly described below:
RAJIV DE SILVA, 49, isPAUL V. CAMPANELLI, 55, was appointed President, Chief Executive Officer and a Director effective September 23, 2016. Mr. Campanelli joined Endo in 2015 as the President of Endo.Par Pharmaceutical, leading Endo’s fully integrated U.S. Generics business, following Endo’s acquisition of Par Pharmaceutical. Prior to joining Endo, in March 2013, Mr. De Silvahe had served as Chief Executive Officer of Par Pharmaceutical Companies, Inc. following the President of Valeant Pharmaceuticals International, Inc. from October 2010company’s September 2012 acquisition by TPG. Prior to January 2013 andthe TPG acquisition, Mr. Campanelli served as its Chief Operating Officer Specialty Pharmaceuticalsand President of Par Pharmaceutical, Inc. from January 20092011 to 2012. At Par Pharmaceutical Inc., Mr. Campanelli had also served as Senior Vice President, Business Development & Licensing; Executive Vice President and President of Par Pharmaceutical, Inc.; and was named a Corporate Officer by its board of directors. He also served on the board of directors of Sky Growth Holdings Corporation from 2012 until January 2013. He was responsible for all specialty pharmaceutical operations, including sales and marketing, research and development, manufacturing and business development. He has broad international experience, having managed businesses2015. Mr. Campanelli joined Par Pharmaceutical Companies Inc. in the United States, Europe, Canada, Latin America, Asia, South Africa and Australia/New Zealand.2001. Prior to joining Valeant,Par Pharmaceutical Companies Inc., Mr. De Silva held various leadership positions with Novartis. HeCampanelli served as Vice President, of Novartis Vaccines USA and Head, Vaccines of the AmericasBusiness Development at Novartis. During this time,Dr. Reddy’s Laboratories Ltd. where he played a key leadership role at Novartis' Vaccines & Diagnostics Division.was employed from 1992 to 2001. Mr. De Silva also served as President of Novartis Pharmaceuticals Canada. He originally joined Novartis as Global Head of Strategic Planning for Novartis Pharma AG in Basel, Switzerland. Prior toCampanelli earned his time at Novartis, Mr. De Silva was a Principal at McKinsey & Company and served as a member of the leadership group of its Pharmaceuticals and Medical Products Practice. Mr. De Silva was a Director of AMAG Pharmaceuticals, Inc. and is currently a Member of the Board of Trustees at Kent Place School in Summit, NJ. He holds a Bachelor of Science in Engineering, Honorsdegree from Princeton University, and a Master of Science from Stanford University and a Master of Business Administration with Distinction from the Wharton School at the University of Pennsylvania.Springfield College.
SUKETU UPADHYAY, 46, isBLAISE COLEMAN, 44, was appointed Executive Vice President and Chief Financial Officer effective December 19, 2016. Mr. Coleman was serving as Endo's Interim Chief Financial Officer since November 22, 2016. He joined Endo in September 2013.January 2015 as Vice President of Corporate Financial Planning & Analysis, and was then promoted to Senior Vice President, Global Finance Operations in November 2015. Prior to joining Endo, Mr. Upadhyay servedColeman held a number of finance leadership roles with AstraZeneca, a global biopharmaceutical company, most recently as Interim Chief Financial Officer as well as Senior Vice President of Finance, Corporate Controller, and Principal Accounting Officer of Becton Dickinson (BD). Prior to his role as the company’s Interim Chief Financial Officer and Corporate Controller, Mr. Upadhyay was the Senior Vice President of Global Financial Planning and Analysis and also held the role of Vice President and Chief Financial Officer of BD’s international business.the AstraZeneca/Bristol-Myers Squibb US Diabetes Alliance from January 2013 until January 2015. Prior to his tenure at BD,that, he was the Head of Finance for the AstraZeneca Global Medicines Development organization based in Mölndal, Sweden from September 2011 to January 2013. Mr. Upadhyay heldColeman joined AstraZeneca as Senior Director Commercial Finance for the US Cardiovascular Business in November 2007. He joined AstraZeneca from Centocor, a numberwholly owned subsidiary of leadership roles across AstraZeneca and Johnson & Johnson. These roles includedJohnson, where he held positions in both the Global Head of R&D Finance, Head ofLicenses & Acquisitions and Commercial Finance Plant Controller, and Director of Business Development Finance. Hisorganizations. Mr. Coleman’s move to Centocor in early 2003 followed 7 years’ experience spans over 20 years inwith the health care industry in financial roles of increasing responsibility covering all major areas of a fully integrated life sciences business. In addition, his experience covers businesses of varying size and scale and at different points of maturity. Mr. Upadhyay spent the early part of his career inglobal public accounting with KPMG, and earned his CPA designation in 1996 and his CMA designation in 2002. He receivedfirm, PricewaterhouseCoopers LLP. Mr. Coleman is a Certified Public Accountant; he holds a Bachelor of Science degree in Financeaccounting from Albright CollegeWidener University and received a Master of Business Administrationan M.B.A. from Thethe Fuqua School of Business at Duke University.
SUSAN HALL, Ph.D., 56,
TERRANCE J. COUGHLIN, 52, was appointed as Executive Vice President and Chief ScientificOperating Officer effective November 1, 2016. In this role, Mr. Coughlin has responsibility for Manufacturing and Global HeadTechnical Operations and R&D across the enterprise. Most recently, Mr. Coughlin served as Vice President, Operations of Research & Development and QualityPar Pharmaceutical Companies, Inc., a subsidiary of Endo. Prior to Endo’s acquisition of Par in March 2014. Dr. Hall is based in Dublin, Ireland at Endo’s global corporate headquarters.September 2015, Mr. Coughlin was the Chief Operating Officer of Par Pharmaceutical Companies, Inc. Prior to joining Endo, Dr. HallPar, Mr. Coughlin held a number of leadership roles with Glenmark Generics, Inc. USA/Glenmark Generics Limited latterly as the President and Chief Executive Officer of Glenmark Generics, Inc. USA/Glenmark Generics Limited. Prior to this, Mr. Coughlin had the overall responsibility for Glenmark’s North American, Western European and Eastern European generics businesses, as well as its global active pharmaceutical ingredient business and generics operations in India. Prior to joining Glenmark, Mr. Coughlin served as Senior Vice President and Global Head of Research and Development at Valeant Pharmaceuticals International,Dr. Reddy’s Laboratories, Inc. Mr. Coughlin began his career in 1988 with Wyckoff Chemical Company, Inc. Mr. Coughlin earned a B.S. in chemistry from Central Michigan University.
TONY PERA, 60, was named President, Par Pharmaceutical effective November 1, 2016. In this position, she ledrole, Mr. Pera leads Endo’s U.S. Generics business including responsibility and oversight of Par Generic and Par Sterile sales teams, as well as Par’s marketing & business analytics group. Most recently, Mr. Pera served as Chief Commercial Officer of Par Pharmaceutical. He joined Par in February 2014 as part of Par’s acquisition of JHP Pharmaceutical, where he held a similar position. As Chief Commercial Officer, Mr. Pera was responsible for all sales, marketing, pricing and customer operations functions for Par. Prior to JHP and Par, Mr. Pera was Senior Vice President of Supply Chain Management for AmerisourceBergen (ABC), a major U.S. pharmaceutical wholesaler, for approximately five years. Prior to ABC, he held numerous senior leadership positions with generic drug companies including APP (now Fresenius Kabi), Bedford Laboratories and LyphoMed. Mr. Pera started his career as a sales representative for the company’s product pipeline and life cycle management activities and also had responsibility for quality compliance. In addition, Dr. Hall has also held various leadership roles in research & development at GlaxoSmithKline including clinical pharmacology, project management, medical affairs, and regulatory affairs. Dr. Hallparenteral products division of Baxter. Mr. Pera holds a B.S. degree in pharmacologyBusiness Administration from the University of Leeds (U.K.)Illinois in Champaign and a Ph.D. in Pharmacokineticsan M.B.A. from the Department of Pharmacy, University of Manchester (U.K.).DePaul University.
MATTHEW J. MALETTA, 44,46, was appointed Executive Vice President, Chief Legal Officer effective May 4, 2015. Prior to joining Endo, Mr. Maletta served as Vice President, Associate General Counsel and Corporate Secretary of Allergan, Inc. In this position, he served as an advisor to the CEO and Board of Directors and supervised several large M&A transactions and takeover defense activities, including Allergan’s acquisition of Inamed and Actavis’ acquisition of Allergan. Mr. Maletta first joined Allergan in 2002 as Corporate Counsel and Assistant Secretary and during his tenure, held various roles of increased responsibility. Prior to joining Allergan, Mr. Maletta was in private practice, focusing on general corporate matters, finance, governance, securities and transactions. He holds a B.A. degree in political science from the University of Minnesota, summa cum laude, and a J.D. degree, cum laude, from the University of Minnesota Law School.

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BRIAN LORTIE, 55, isPATRICK BARRY, 50, was appointed Executive Vice President and Chief Commercial Officer effective February 26, 2018. In this role, he has responsibility for all commercial activities for U.S. Branded Pharmaceuticals, including strategy, new product planning, marketing, sales as well as managed care and patient access responsibilities. Mr. Barry joined Endo in December 2016 as Senior Vice President, U.S. Branded Pharmaceuticals. In this role he leads the fully integrated Endo U.S. Pharmaceuticals business with responsibility for all strategic, commercial, and operational functions including sales and marketing, strategy and portfolio development, commercial operations, managed markets, supply chain, and quality. He joined Endo in 2009 from GlaxoSmithKline, having served in a number of executive roles in the U.S. and internationally, including Vice President, External Ventures; Vice President of Marketing, U.S.; Vice President and Global Head, HPV Vaccine Franchise; and Managing Director/General Manager, Ireland. Mr. Lortie holds a Bachelor of Arts degree with honors in Biology and Psychology from Boston University and studied at the Villanova University Graduate School of Business.
PAUL V. CAMPANELLI, 53, was appointed President, Par Pharmaceutical, effective September 28, 2015. In this role, he leads Endo’s fully integrated U.S. Generics business. Prior to joining Endo, Mr. Campanelli served as Chief Executive Officer of Par Pharmaceutical Companies, Inc. following the company’s September 2012 acquisition by TPG. Under his leadership, the company significantly increased total revenue, acquired Michigan-based JHP Pharmaceuticals, established a business office in London to serve as Par’s entry point into the European generics market and most recently completed its acquisition of an active pharmaceutical ingredients (API) facility located in Chennai, India. Prior to the TPG acquisition, Mr. Campanelli served as chief operating officer and president of Par Pharmaceutical, Inc., the company’s generics division,Barry worked at Sanofi S.A. from 2011 to 2012. Earlier in his tenure at Par, Mr. Campanelli heldApril 1992 until December 2016, holding roles of increasing responsibility including Senior Vice President, Business Development & Licensing; Executivein areas such as Sales Leadership, Commercial Operations, Marketing, Launch Planning and Training and Leadership Development. Most recently, he served at Sanofi S.A. as its General Manager and Head of North America General Medicines starting in September 2015 and as Vice President and PresidentHead of Par Pharmaceutical, Inc.;U.S. Specialty from April 2014 until August 2015. During this time, Mr. Barry oversaw three complex and was nameddiverse businesses with responsibility for leading sales and marketing activities for branded and generic products across the U.S. and Canada. He has a Corporate Officer by Par’s boarddiverse therapeutic experience including aesthetics and dermatology, oncology, urology, orthopedics and medical device and surgical experience. He has an M.B.A. from Cornell University, Johnson School of directors. He also served on the board of directors of Sky Growth Holdings Corporation. Prior to joining Par, Mr. Campanelli served as vice president, Business Development at Dr. Reddy’s Laboratories Ltd. where he was employedManagement and a B.A. in Public Relations and Marketing from 1992-2001. He earned his Bachelor of Science degree from Springfield College.McKendree University.
We have employment agreements with each of our executive officers.
Available Information
Our internet address is http://www.endo.com. The contents of our website are not part of this Annual Report on Form 10-K, and our internet address is included in this document as an inactive textual reference only. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the Securities and Exchange Commission.
You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room that is located at 100 F Street, N.E., Room 1580, NW, Washington, DC 20549. Information about the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330 or 1-202-551-8090. You can also access our filings through the SEC’s internet site: www.sec.govwww.sec.gov (intended to be an inactive textual reference only).
You may also access copies of the Company’s filings with the Canadian Securities Administrators on SEDAR through their internet site: www.sedar.com www.sedar.com (intended(intended to be an inactive textual reference only).

Item 1A.    Risk Factors
We operate in a highly competitive industry.
The pharmaceutical industry is intensely competitive and we face competition in both our domestic and international branded and generic pharmaceutical business and our medical devices business. In addition to product development and technological innovation, safety, efficacy, commercialization, marketing and promotion, other competitive factors include product quality and price, cost-effectiveness, reputation, service and patient convenience and access to scientific and technical information. Many of our competitors, including Abbott,Teva, Mylan N.V., Sandoz (a division of Novartis AG), Impax, Allergan, Purdue, Jazz, Shire, Horizon Mallinckrodt, Teva, Mylan, and Impax,Mallinckrodt, among others, and any future companies that may enter the industry or modify their existing products to compete directly with our products, may have greater resources than we do.do and we cannot predict with certainty the timing or impact of competitors’ products and commercialization strategies. Furthermore, recent trends in this industry are toward further market consolidation of large drug companies into a smaller number of very large entities, further concentrating financial, technical and market strength and increasing competitive pressure in the industry. It is possible that our competitors may make greater research and development investments and that theirhave more efficient or superior processes and systems and more experience in the development of new products that permit our competitors to respond more quickly to new or emerging technologies and changes in customer requirements which may make our products or technologies uncompetitive or obsolete. Furthermore, academic institutions, government agencies and other public and private organizations conducting research may seek patent protection and may establish collaborative arrangements for competitive products or programs. If we fail to compete successfully, our business, results of operations, financial condition and cash flows could be materially adversely affected.
Our branded products face competition from generic versions. GenericSuch versions are generally significantly cheaper than branded versions and, where available, may be required or encouraged in place of the branded version under third-party reimbursement programs, or substituted by pharmacies for branded versions by law. The entrance of genericsuch competition to our branded products generally reduces our market share and adversely affects our profitability and cash flows. Further, certain Asian and other overseas generic competitors may be able to produce products at costs lower than the costs of domestic manufacturers. If we experience substantial competition from Asian or other overseas generic competitors with lower production costs, our profit margins will suffer. In addition, certain of our branded products are not protected by patent rights or have limited patent life and will soon lose patent protection. Loss of patent protection for a branded product typically is followed promptly by generic substitutes. As a result, sales of many of these branded products may decline or stop growing over time. Generic competition with our branded products has had and will continue to have a material adverse effect on the market share, net sales and profitability of our branded products. In addition, legislative proposals emerge from time to time in various jurisdictions to further encourage the early and rapid approval of generic drugs. Any such proposal that is enacted into law could increase competition and worsen this negative effect on our sales and profitability.
In addition, our generics business faces competition from brand-name pharmaceutical companies, which have taken aggressive steps to thwart or delay competition from generic equivalents of their brand-name products.products, including bringing litigation alleging patent infringement or other violation of intellectual property rights. The actions taken by competing brand name pharmaceutical companies may increase the costs and risks associated with our efforts to introduce generic products and may delay or prevent such introduction altogether.

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Our sales may also suffer as a result of changes in consumer demand for our products, including those related to fluctuations in consumer buying patterns tied to seasonality or the introduction of new products by competitors, which could have a material adverse effect on our business, results of operations, financial conditions and cash flows. Additionally, a significant portion of our revenue from our branded business is derived from a limited number of products. The sale of our products can be significantly influenced by market conditions and regulatory actions. We may experience decreases in the sale of our products in the future as a result of actions taken by our competitors, such as price reductions, or as a result of regulatory actions related to our products or to competing products. A decline in the sales value of these products could have a material adverse effect on our business, results of operations, financial condition and cash flows.

If generic manufacturers use litigation and regulatory means to obtain approval for generic versions of our branded drugs, our sales may suffer.
Under the Hatch-Waxman Act, the U.S. Food and Drug Administration (FDA) can approve an Abbreviated New Drug Application (ANDA) for a generic bioequivalent version of a previously approved drug, without requiring the ANDA applicant to undertake the full clinical testing necessary to obtain approval to market a new drug. In place of such clinical studies, an ANDA applicant usually needs only to submit data demonstrating that its generic product is bioequivalent to the branded product.

Various generic manufacturers have filed ANDAs seeking FDA approval for generic versions of certain of our key pharmaceutical products, including but not limited to Lidoderm®, both the original and crush-resistant formulations of OPANA® ER, Fortesta® Gel, AveedLIDODERM® and Megace ESAVEED®. In connection with such filings, these manufacturers have challenged the validity and/or enforceability of one or more of the underlying patents protecting our products. In the case of Lidoderm® and Megace ESLIDODERM®, we no longer have patent protection in the markets where we sell these products. Our revenues from LidodermLIDODERM® have been negatively affected by Actavis’s (now Allergan) September 2013 launch and Mylan’s August 2015 launch of their lidocaine patch 5%, generic versions of LidodermLIDODERM®, and we anticipate that these revenues could decrease further should one or more additional generic versions launch. We also believe it is likely that generic manufacturers may file ANDAs in the future seeking FDA approval or may use other means to seek FDA approval for generic versions of other of our key pharmaceutical products. With respect to OPANA® ER, Fortesta® Gel, AveedAVEED® and other branded pharmaceutical products, it has been and continues to be our practice to vigorously defend and pursue all available legal and regulatory avenues in defense of the intellectual property rights protecting our products. Despite our efforts to defend our products, litigation is inherently uncertain, and we cannot predict the timing or outcome of our efforts. If we are not successful in defending our intellectual property rights or opt to settle, or if a product’s marketing exclusivity rights expire or become otherwise unenforceable, our competitors could ultimately launch generic versions of our products, which would likely cause sales and revenues of the affected products to decline rapidly and materially, could significantly decrease our revenuesrequire us to write off a portion or all of the intangible assets associated with the affected product and could have a material adverse effect on our business, results of operations, financial condition and cash flows as well as our share price. For a complete description of the material related legal proceedings, see Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules". As a result, there are currently ongoing legal proceedings brought by us and/or our subsidiaries, and in certain cases our third party partners, against manufacturers seeking FDA approval for generic versions of our products.
If pharmacies or outsourcing facilities produce compounded versions of our products, our sales may suffer.
Under section 503A of the FFDCA, licensed pharmacies may sell compounded versions of prescription drugs that have been prepared for individual patients based on the receipt of a valid prescription order or notation. Similarly, under section 503B of the FFDCA, outsourcing facilities may sell compounded versions of prescription drugs to healthcare providers. In January 2017, FDA revised its policy to allow outsourcing facilities to “nominate” bulk drug substances that can be used to prepare compounded drugs under section 503B, although that policy is the subject of a pending legal challenge by us. Compounded drugs do not typically require the same R&D investments as either branded or generic drugs and, therefore, can compete more favorably on price with both branded and generic versions of a drug. To the extent that pharmacies or outsourcing facilities introduce compounded versions of our products, our market share could be reduced and our profitability and cash flows could be adversely affected.
If we fail to successfully identify and develop additional generic pharmaceutical products, obtain exclusive marketing rights for our generic pharmaceutical products or fail to introduce these generic products on a timely basis, our revenues, gross margin and operating results may decline.
TheWe may not be successful in our efforts to continue to create a pipeline of product candidates or develop commercially successful products. Identifying, developing and obtaining regulatory approval and commercializing additional product candidates is prone to risks of failure inherent in drug development. For example, our research programs may initially show promise in identifying potential additional product candidates, yet fail to yield results for a number of reasons, including, among others, that the research methodology used may not be successful in identifying potential additional product candidates. No assurance can be given that we will be able to successfully identify additional product candidates, advance any of these additional product candidates through the development process or successfully commercialize any such additional product candidates. If we are unable to successfully identify, develop and commercialize additional product candidates, our revenues and operating results may decline significantly and our prospects and business may be materially adversely affected.

Even if we are able to identify and develop additional product candidates, we may fail to obtain exclusive marketing rights for such product candidates or fail to introduce such product candidates on a timely basis. Subject to certain exceptions and limitations, the Hatch-Waxman amendments to the Federal Food, Drug, and Cosmetic ActFFDCA provide for a period of 180 days of marketing exclusivity for a generic version of a previously approved drug for any applicant that is first-to-filethe first to file an ANDA containing a certification of invalidity, non-infringement or unenforceability related to a patent listed with respect to the corresponding brand-name drug (commonly referred to as a “Paragraph IV certification”). A large portion of our revenues for our U.S. Generic Pharmaceuticals segment have been derived from the sales of generic drugs during such 180-day marketing exclusivity period permitted under the Hatch-Waxman Act and from the sale of other generic products for which there otherwise is limited competition. ANDAs that contain Paragraph IV certifications challenging patents, however, generally become the subject of patent litigation that can be both lengthy and costly. There is no certainty that we will prevail in any such litigation, that we will be the first-to-file and be granted the 180-day marketing exclusivity period, or, if we are granted the 180-day marketing exclusivity period, that we will not forfeit such period. Even where we are awarded marketing exclusivity, we may be required to share our exclusivity period with other ANDA applicants who submit Paragraph IV certifications. In addition, brand-name pharmaceutical companies often authorize a generic version of the corresponding brand-name drug to be sold during any period of marketing exclusivity that is awarded (described further below).awarded. Authorized generics are not prohibited from sale during the 180-day marketing exclusivity period. Furthermore, timely commencement of the litigation by the patent owner imposes an automatic stay of ANDA approval by the FDA for 30 months, unless the case is decided in the ANDA applicant’s favor during that period. Finally, if the court decision is adverse to the ANDA applicant, the ANDA approval will be delayed until the challenged patent expires, and the applicant will not be granted the 180-day180 days of marketing exclusivity.
The future profitability of our U.S. Generic PharmaceuticalPharmaceuticals segment depends, to a significant extent, upon our ability to introduce, on a timely basis, new generic products that are either the first-to-market (or among the first-to-market) or that otherwise can gain significant market share during the 180-day marketing period as permitted by the Hatch-Waxman Act. Our ability to timely bring our products to market is dependent upon, among other things, the timing of regulatory approval of our products, which to a large extent is outside of our control, as well as the timing of competing products. Our revenues and future profitability are dependent, in large part, upon our ability or the ability of our development partners to file, timely and effectively, ANDAs with the FDA or to enter into contractual relationships with other parties that have obtained marketing exclusivity. No assurances can be given that we will be able to develop and introduce commercially successful products in the future within the time constraints necessary to be successful. If we or our development partners are unable to continue to timely and effectively file ANDAs with the FDA or to partner with other parties that have obtained marketing exclusivity, our revenues and operating results may decline significantly and our prospects and business may be materially adversely affected.

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We have been, continue to be and may be the subject of product liability claims, other significant litigation matters, government investigations or product recalls andfor which we may be unable to obtain or maintain insurance adequate to cover potential liabilities.
Our business exposes us to significant potential risk from product liability riskclaims, other significant litigation matters, government investigations or product recalls, including, but not limited to, such matters associated with the testing, manufacturing, marketing and sale of our products. We have been, in the past,continue to be and continue tomay be subject to various product liability cases.cases, other significant litigations and government investigations. For example, we, along with other manufacturers of prescription opioid medications, are the subject of lawsuits and have received subpoenas and other requests for information from various state and local government agencies regarding the sales and marketing of opioid medications. In addition to direct expenditures for damages, settlement and defense costs, there is a possibility of adverse publicity, loss of revenues and disruption of business as a result of product liability claims.claims or other litigation matters. Some plaintiffs have received substantial damage awards in some jurisdictions against pharmaceutical and/or medical device companies based upon claims for injuries allegedly caused by the use of their products. In addition, in the age of social media, plaintiffs’ attorneys have a wide variety of tools to advertise their services and solicit new clients for litigation. Thus, we could expect thatlitigation, including using judgments obtained in litigation against other pharmaceutical companies as an advertising tool. For these or other reasons, any significant product liability litigation or mass tort litigation in which we are a defendant willcould have a larger number of plaintiffs than such actions have seen historically and we could also see an increase in number of cases filed against us because of the increasing use of wide-spreadwidespread and media-varied advertising. Furthermore, a ruling against other pharmaceutical companies in product liability or mass tort litigation in which we are not a defendant could have a negative impact on pending litigation where we are a defendant. In addition, it may be necessary for us to voluntarily or mandatorily recall or withdraw products that do not meet approved specifications or which subsequent data demonstrate may be unsafe or ineffective or which has been widely misused. Any such recall or withdrawwithdrawal could result in adverse publicity, costs connected to the recall and loss of revenue. We cannot confirm to you thatAdverse publicity could also result in an increased number of additional product liability claims, whether or not these claims have a basis in scientific fact. If we are found liable on a product liability claim or series of claims, brought against us would not have a material adverse effectincluding those described below, or in connection with other litigation matters, including those related to sales, marketing or pricing practices, government investigations or product recalls, or if we incur significant expenses in defense thereof, defaults could occur and be declared under our debt agreements, we could suffer substantial costs, reputational damage and/or restrictions on our product use, and we could incur losses, any of which could materially and adversely impact our business, financial condition, results of operations and cash flows.flows and/or the price of our ordinary shares.

Our pharmaceutical and medical device products may cause, or may appear to cause, serious adverse side effects or potentially dangerous drug interactions if misused, improperly prescribed improperly implanted or subject to faulty surgical technique. For example, we and/or certain of our subsidiaries have been named as defendants in multiple lawsuits in various federal and state courts alleging personal injury resulting from use of transvaginal surgical mesh products designed to treat pelvic organ prolapse and stress urinary incontinence. WeFor more information regarding this litigation, see Note 14. Commitments and certain plaintiffs’ attorneys representing mesh-related product liability claimants have entered into various Master Settlement Agreements (MSAs) regarding settling up to approximately 49,000 filed and unfiled mesh claims handled or controlled byContingencies in the participating attorneys. These MSAs, which were executed at various times since June 2013, were entered into solely by wayConsolidated Financial Statements, included in Part IV, Item 15 of compromise and settlement and are not in any way an admission of liability or fault by us and/or any of our subsidiaries. As of December 31, 2015, our product liability accrual for vaginal mesh cases totaled $2.09 billion for all known pending and estimated future claims related to vaginal mesh cases. this report "Exhibits, Financial Statement Schedules".
We may be subject to additional liabilities arising out of these cases, and are responsible for the cost of managing these cases.
We cannot confirm to you that we will be ableunable to obtain or maintain product liability insurance in the future on acceptable terms or with adequate coverage against potential liabilities or other losses such as the cost of a recall if any claim is brought against us, regardless of the success or failure of the claim. For example, we generally no longer have product liability insurance to cover the claims in connection with the mesh-related litigation described above. Additionally, we may be limited by the surviving insurance policies of our acquired subsidiaries, which may not be adequate to cover against potential liabilities.liabilities or other losses. The failure to generate sufficient cash flow or to obtain other financing could affect our ability to pay the amounts due under thesethose liabilities not covered by insurance. See Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules" for further discussion of our product liability cases.claims.
Our ability to protect and maintain our proprietary and licensed third party technology, which is vital to our business, is uncertain.
Our success, competitive position and future income will depend in part on our ability to obtain and protect patent rights relating to theour current and future technologies, processes and products we are currently developing, have developed and may develop in the future.products. Our policy is to seek patent protection for technologies, processes and products we own and to enforce the intellectual property rights we own and license. We cannot confirm to you thatThe patent applications we submit and have submitted willmay not result in patents being issued. If an invention qualifies as a joint invention, the joint inventor may have intellectual property rights in the invention, and we cannot confirm to you that the joint inventor will protect the intellectual property rights to the joint invention. We cannot confirm to you that awhich it might not protect. A third party will notmay infringe upon, design around or develop uses not covered by any patent issued or licensed to us or that theseand our patents willmay not otherwise be commercially viable. In this regard, the patent position of pharmaceutical compounds and compositions is particularly uncertain. Even issued patents may later be modified or revoked by the U.S. Patent and Trademark Office (PTO),PTO, by analogous foreign offices or in legal proceedings. Laws relating to such rights may in the future also be changed or withdrawn. Upon the expiration or loss of necessary intellectual property protection for a product, others may manufacture and distribute oursuch patented products,product, which will result in athe loss of a significant portion of our sales of that product.
We cannot confirmIn addition, our success, particularly in our branded businesses, depends in part on the ability of our partners and suppliers to you asobtain, maintain and enforce patents, and protect trademarks, trade secrets, know-how and other intellectual property and proprietary information. Our ability to thecommercialize any branded product successfully will largely depend upon our and/or our partners’ or suppliers’ ability to obtain and maintain patents and trademarks of sufficient scope to lawfully prevent third-parties from developing and/or marketing infringing products.
The degree of protection any patents will afford is uncertain, including whether the protection obtained will be of sufficient breadth and degree to protect our commercial interests in all the countries where we conduct business. Furthermore,These patent rights may also be challenged, revoked, invalidated, infringed or circumvented by third parties. It is possible that we cannot confirmcould incur significant costs and management distraction if we are required to you thatinitiate litigation against others to protect or enforce our intellectual property rights. Such patent disputes may be lengthy and a potential violator of our patents may bring a potentially infringing product to market during the dispute, subjecting us to competition and damages due to infringement of the competitor product.
Furthermore, our products will notmay infringe on the patents or other intellectual property rights held by third parties. It is also possible that third parties will obtain patent or other proprietary rights that might be necessary or useful for the development, manufacture or sale of our products. If we infringe on the intellectual property rights of others, we could lose our right to develop, manufacture or sell products or we could be required to pay monetary damages or royalties to license proprietary rights from third parties.parties and we may not be able to obtain such licenses on commercially reasonable terms or at all. An adverse determination in a judicial or administrative proceeding or a failure to obtain necessary licenses could prevent us from manufacturing or selling our products.

The Company also relies on trade secrets and other unpatented proprietary information, which it generally seeks to protect by confidentiality and nondisclosure agreements with its employees, consultants, advisors and partners. These agreements may not effectively prevent disclosure of confidential information and may not provide the Company with an adequate remedy in the event of unauthorized disclosure. For example, in August 2017, we filed a complaint against QuVa Pharma, Inc. and certain individual defendants in the U.S. District Court for the District of New Jersey alleging misappropriation in violation of the federal Defend Trade Secrets Act, New Jersey’s Trade Secrets Act and New Jersey common law, as well as unfair competition, breach of contract, breach of fiduciary duty, breach of the duty of loyalty, tortious interference with contractual relations and breach of the duty of confidence in connection with VASOSTRICT®, a vasopressin-based cardiopulmonary drug. For more information regarding this litigation, see Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". In addition, we may also not be able to discover or determine the extent of any unauthorized use of our proprietary rights, and we may not be able to prevent third parties from misappropriating or infringing upon our proprietary rights. In addition, if the Company’s employees, scientific consultants or partners develop inventions or processes that may be applicable to the Company’s products under development, such inventions and processes will not necessarily become the Company’s property, but may remain the property of those persons or their employers.

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Our competitors or other third parties may allege that we are infringing their intellectual property, forcing us to expend substantial resources in litigation, the outcome of which is uncertain. Any unfavorable outcome of such litigation, including losses related to “at-risk” product launches, could have a material adverse effect on our business, financial position and results of operations.

Companies that produce branded pharmaceutical products routinely bring litigation against ANDA or similar applicants that seek regulatory approval to manufacture and market generic forms of their branded products, alleging patent infringement or other violations of intellectual property rights. Patent holders may also bring patent infringement suits against companies that are currently marketing and selling approved generic products. Litigation often involves significant expense and can delay or prevent introduction or sale of our generic products. If the patents of others are held valid, enforceable and infringed by our products, we would, unless we could obtain a license from the patent holder, need to delay selling our corresponding generic product and, if we are already selling our product, cease selling and potentially destroy existing product stock.
There may be situations in which we may make business and legal judgments to market and sell products that are subject to claims of alleged patent infringement prior to final resolution of those claims by the courts based upon our belief that such patents are invalid, unenforceable or are not infringed by our marketing and sale of such products. This is referred to in the pharmaceutical industry as an “at-risk” launch. The risk involved in an at-risk launch can be substantial because, if a patent holder ultimately prevails against us, the remedies available to such holder may include, among other things, damages calculated based on the profits lost by the patent holder, which can be significantly higher than the profits we make from selling the generic version of the product. Moreover, if a court determines that such infringement is willful, the damages could be subject to trebling. We could face substantial damages from adverse court decisions in such matters. We could also be at risk for the value of such inventory that we are unable to market or sell.
Agreements between branded pharmaceutical companies and generic pharmaceutical companies are facing increased government scrutiny and private litigation in the U.S. and abroad.
We are involved in numerous patent litigations in which generic companies challenge the validity or enforceability of our products’ listed patents and/or the applicability of these patents to the generic applicant’s products. Likewise, our U.S. Generic Pharmaceuticals segment is also involved in patent litigations in which we challenge the validity or enforceability of innovator companies’ listed patents and/or their applicability to our generic products. Therefore, settling patent litigations has been and is likely to continue to be part of our business. Parties to such settlement agreements in the U.S., including us, are required by law to file them with the U.S. Federal Trade Commission (the FTC)(FTC) and the Antitrust Division of the Department of Justice (DOJ) for review. The FTC has publicly stated that, in its view, thesesuch settlement agreements may violate the antitrust laws. In some instances, the FTC has brought actions against brand and generic companies that have entered into such agreements. Accordingly, we may receive formal or informal requests from the FTC for information about a particular settlement agreement, and there is a risk that the FTC may commence an action against us alleging violation of the antitrust laws. For example, we received a Civil Investigation Demand (CID) from the FTC requesting documents and information concerning our settlement agreements with Watson (now Allergan) and Impax relating to OPANA® ER patent litigationand our settlement agreement with Watson relating to the Lidoderm® patent litigation, as well as information concerning the marketing and sales of OPANA® ER and Lidoderm®.Any adverse outcome of these investigations could have a significant adverse effect on our business, financial condition and results of operations. See Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules" for further discussion of FTC investigations.

In addition, some members of Congress have proposed legislation that would limit the types of settlement agreements generic manufacturers can enter into with brand companies. In 2013, the Supreme Court, in FTC v. Actavis, determined that reverse payment patent settlements between generic and brand companies should be evaluated under the rule of reason, but provided limited guidance beyond the selection of this standard. Because the Supreme Court did not articulate the full range of criteria upon which a determination of legality of such settlements would be based, or provide guidance on the precise circumstances under which such settlements would always qualify as legal, there may be extensive litigation over what constitutes a reasonable and lawful patent settlement between a brand and generic company. We are subject to multiple lawsuits purporting to be or certified as class actions brought by direct and indirect payers alleging that our settlement agreementagreements respectively with Watson Pharmaceuticals, Inc. (Watson) regarding the LidodermLIDODERM®patent litigation, wasand with Impax regarding the OPANA® ER patent litigation, were unlawful and in violation of federal antitrust laws, as well as various state laws.
We have significant goodwill and other intangible assets. Consequently, potential impairment of goodwill and other intangibles may significantly impact our profitability.
Goodwill and other intangibles represent a significant portion of our assets. As of December 31, 20152017 and 2014,2016, goodwill and other intangibles comprised approximately 78%75% and 48%74%, respectively, of our total assets. Goodwill and other indefinite-lived intangible assets are subject to an impairment analysistest at least annually. Additionally, impairment tests must be performed whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Additionally,For example, as further discussed in Note 10. Goodwill and Other Intangibles in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules", we recorded a $45.5 million impairment charge related to our serelaxin in-process research and development intangible asset during the three months ended March 31, 2017. This charge resulted from the announcement that a Phase 3 study of serelaxin in patients with acute heart failure (AHF) failed to meet its primary endpoints.
For the years ended December 31, 2017, 2016 and 2015, we recorded asset impairment charges of $1.2 billion, $3.8 billion and $1.1 billion, respectively, which related primarily to goodwill and indefinite-lived assets are subject to an impairment test at least annually.other intangible assets. The procedures and assumptions used in our goodwill and indefinite-lived intangible assets impairment testing, and the results of our testing are discussed in Part II, Item 7.7 of this report "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the captions “CRITICAL ACCOUNTING ESTIMATES” and “RESULTS OF OPERATIONS”.
Events giving rise to impairment of goodwill or other intangible assets are an inherent risk in the pharmaceutical and medical device industriesindustry and often cannot be predicted. As a result of the significance of goodwill and other intangible assets, our results of operations and financial position in a future period could be negatively impacted should an impairmentadditional impairments of our goodwill or other intangible assets occur.
We are subject to various regulations pertaining to the marketing of our products and services.
We are subject to various federal and state laws pertaining to healthcare fraud and abuse involving the marketing and pricing of our products and services, including prohibitions on the offer of payment or acceptance of kickbacks or other remuneration for the purchase of our products and services, including inducements to potential patients to request our products and services and inducements to healthcare professionals to prescribe and use our products and devices.products. Additionally, product promotion, educational activities, support of continuing medical education programs and other interactions with healthcare professionals must be conducted in a manner consistent with the FDA regulations and the Anti-Kickback Statute. The Anti-Kickback Statute, with certain exceptions or exemptions published by the Office of the Inspector General of the Department of Health and Human Services (HHS-OIG), prohibits persons or entities from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending or arranging for a good or service, for which payment may be made under federal healthcare programs, such as the Medicare and Medicaid programs. Violations of the Anti-Kickback Statute also carry potential federal False Claims Act liability. Additionally, many states have adopted laws similar to the Anti-Kickback Statute, without identical exceptions or exemptions. Some of these state prohibitions apply to referral of patients for healthcare items or services reimbursed by any third-party payer, not only the Medicare and Medicaid programs. Any such new regulations or requirements may be difficult and

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expensive for us to comply with, may delay our introduction of new products, may adversely affect our total revenues and may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Sanctions for violating these laws include criminal penalties and civil sanctions and possible exclusion from federalfederally funded healthcare programs such as Medicare and Medicaid as well as potential liability under the False Claims Act and applicable state false claims acts. There can be no assurance that our practices will not be challenged under these laws in the future, that changes in these laws or interpretation of these laws would not give rise to new challenges of our practices or that any such a challenge would not have a material adverse effect on our business or results of operations. Law enforcement agencies sometimes initiate investigations into sales, marketing and/or pricing practices based on preliminary information or evidence, and such investigations can be and often are closed without any enforcement action. Nevertheless, these types of investigations and any related litigation can result in: (i) large expenditures of cash for legal fees, payment of penalties and compliance activities; (ii) limitations on operations; (iii) diversion of management resources; (iv) injury to our reputation; and (v) decreased demand for our products.
In addition, our company is subject to statutory and regulatory restrictions on the promotion of uses of prescription drugs or devices that are not cleared or approved by the FDA. Although the FDA does not regulate a physician’s choice of medications, treatments or product uses, the FDCAFFDCA and FDA regulations and guidance significantly restrict the ability of pharmaceutical and medical device companies to communicate with patients, physicians and other third-parties about unapproved or uncleared product uses. FDA, FTC, the HHS-OIG, the DOJ and various state Attorneys General actively enforce state and federal prohibitionsProhibitions on the promotion of unapproved uses as well as prohibitionsand against promotional practices deemed false or misleading.misleading are actively enforced by various parties at both the federal and state level. A company that is found to have improperly promoted its products under these laws may be subject to significant liability, including significant administrative, civil and criminal sanctions, including but not limited to significant civil damages, criminal fines and exclusion from participation in Medicare, Medicaid and other federal healthcare programs. Applicable laws governing product promotion also provide for administrative, civil and criminal liability for individuals, including, in some circumstances, potential strict vicarious liability. Conduct giving rise to such liability could also form the basis for private civil litigation by third-party payers or other persons allegedly harmed by such conduct.
We have endeavored to establishestablished and implementimplemented a corporate compliance program designed to prevent, detect and correct violations of state and federal healthcare laws, including laws related to advertising and promotion of our drugs and devices.products. Nonetheless, the FDA, FTC, HHS-OIG, the DOJ and/enforcement agencies or the state Attorneys General, and qui tam relatorsprivate plaintiffs may take the position that we are not in compliance with such requirements and, if such non-compliance is proven, the companyCompany and, in some cases, individual employees, may be subject to significant liability, including the aforementioned administrative, civil and criminal sanctions.
Furthermore, in February 2014, weEndo Pharmaceuticals Inc. (EPI) entered into a Deferred Prosecution Agreement (DPA) with the U.S. Department of Justice and a Corporate Integrity Agreement (CIA) with the U.S. Department of Health and Human Services to resolve allegations regarding the promotion of LidodermLIDODERM®. In March 2013, our subsidiary, Par Pharmaceutical Companies, Inc., entered into a CIA and a Plea Agreement with the U.S. Department of JusticeDOJ to resolve allegations regarding the promotion of MegaceMEGACE ES®. Those agreements place certain obligations on us related to the marketing of our branded pharmaceutical products and our healthcare regulatory compliance program, including reporting requirements to the U.S. government,government; detailed requirements for our compliance program, code of conduct and policies and procedures,procedures; and the requirement to engage an Independent Review Organization. We have implemented procedures and practices to comply with the CIA, including the engagement of an Independent Review Organization. In the event we breach the DPA, the Plea Agreement and/or the CIA,CIAs, there is a risk the government would seek remedies provided for in those agreements, including instituting criminal prosecution against us, seeking to impose stipulated penalties or seeking to exclude us from participation in Federalfederal health care programs.
The pharmaceutical and medical device industry is heavily regulated, which creates uncertainty about our ability to bring new products to market and imposes substantial compliance costs on our business.
Governmental authorities such as the FDA impose substantial requirements on the development, manufacture, holding, labeling, marketing, advertising, promotion, distribution and sale of therapeutic pharmaceutical and medical device products through lengthy and detailed laboratory and clinical testing and other costly and time-consuming procedures. In addition, before obtaining regulatory approvals for certain generic products, we must conduct limited clinical orbioequivalence studies and other trialsresearch to show comparability to the branded products. A failure to obtain satisfactory results in required pre-marketing trials may prevent us from obtaining required regulatory approvals. The FDA may also require companies to conduct post-approval studies and post-approval surveillance regarding their drug products and to report adverse events.

Before obtaining regulatory approvals for the sale of any of our new product candidates,candidate, we must demonstrate through preclinical studies and clinical trials that thesuch product candidate is safe and effective for each intended use. Preclinical and clinical studies may fail to demonstrate the safety and effectiveness of a product.product candidate. Likewise, we may not be able to demonstrate through clinical trials that a product candidate’s therapeutic benefits outweigh its risks. Even promising results from preclinical and early clinical studies do not always accurately predict results in later, large scale trials. A failure to demonstrate safety and efficacy could or would result in our failure to obtain regulatory approvals. Clinical trials can be delayed for reasons outside of our control, which can lead to increased development costs and delays in regulatory approval. For example, there is substantial competition to enroll patients in clinical trials, and such competition has delayed clinical development of our products in the past. For example, patients may not enroll in clinical trials at the rate expected or patients may drop out after enrolling in the trials or during the trials. In addition, we rely on collaboration partners that may control or make changes in trial protocol and design enhancements, or encounter clinical trial compliance-related issues, which may also delay clinical trials. Product supplies may be delayed or be insufficient to treat the

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patients participating in the clinical trials, or manufacturers or suppliers may not meet the requirements of the FDA or foreign regulatory authorities, such as those relating to Current Good Manufacturing Practices.cGMP. We also may experience delays in obtaining, or we may not obtain, required initial and continuing approval of our clinical trials from institutional review boards. We cannot confirm to you that we will notmay experience delays or undesired results in these or any other of our clinical trials.
With respect to medical devices, such as those manufactured by our Astora business, before a new medical device, or a new use of, or claim for, an existing product can be marketed, it must first receive either premarket clearance under Section 510(k) of the FFDCA, or premarket approval (PMA) from theThe FDA unless an exemption applies. In the 510(k) premarket clearance process, the FDA must determine that the proposed device is “substantially equivalent” to a device legally on the market, known as a “predicate” device, with respect to intended use, technology and safety and effectiveness to clear the proposed device for marketing. Clinical data is sometimes required to support a showing of substantial equivalence. The PMA pathway, which is a more rigorous and lengthy process, requires an applicant to demonstrate the safety and effectiveness of the device for its intended use based, in part, on extensive data including, but not limited to, technical, preclinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices. Both the 510(k) and PMA processes can be expensive and lengthy and entail significant user fees in connection with FDA’s application review. In addition, the FDA has authority under the FFDCA to require a manufacturer to conduct post-market surveillance of a Class II or Class III device. See Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules", for public health notifications regarding potential complications associated with transvaginal placement of surgical mesh to treat POP and SUI.
We cannot confirm to you that the FDA and/or foreign regulatory agencies willmay not approve, clear for marketing or certify any products developed by us or that suchus. Any approval will notby regulatory agencies may subject the marketing of our products to certain limits on indicated use. The FDA or foreign regulatory authorities may not agree with our assessment of the clinical data or they may interpret it differently. Such regulatory authorities may require additional or expanded clinical trials. Any limitation on use imposed by the FDA or delay in or failure to obtain FDA approvals or clearances of products developed by us would adversely affect the marketing of these products and our ability to generate product revenue, which would adversely affect our financial condition and results of operations.
In addition, specifically with respect specifically to pharmaceutical products, the submission of a New Drug Application (NDA)NDA or ANDA to the FDA with supporting clinical safety and efficacy data, for example, does not guarantee that the FDA will grant approval to market the product. Meeting the FDA’s regulatory requirements to obtain approval to market a drug product, which varies substantially based on the type, complexity and novelty of the pharmaceutical product, typically takes years and is subject to uncertainty.
Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends non-approval or restrictions on approval. Although the FDA is not required to follow the recommendations of its Advisory Committees, it usually does. A negative Advisory Committee meeting could signal a lower likelihood of approval, although the FDA may still end up approving our application. Regardless of an Advisory Committee meeting outcome or the FDA’s final approval decision, public presentation of our data may shed positive or negative light on our application.
With respect to our Supplemental New Drug Application for OPANA® ER, the FDA scheduled a Joint Meeting of the Drug Safety and Risk Management Advisory Committee and the Anesthetic and Analgesic Drug Products Advisory Committee in March 2017 to discuss pre- and post-marketing data about the abuse of OPANA® ER and the overall risk-benefit of this product. The Advisory Committees were also scheduled to discuss abuse of generic oxymorphone ER and oxymorphone immediate-release (IR) products. In March 2017, the Advisory Committees voted 18 to eight, with one abstention, that the benefits of reformulated OPANA® ER no longer outweigh its risks. While several of the Advisory Committee members acknowledged the role of OPANA® ER in clinical practice, others believed its benefits are now overshadowed by the continuing public health concerns around the product's misuse, abuse and diversion. In June 2017, the FDA requested that we voluntarily withdraw OPANA® ER from the market and, in July 2017, after careful consideration and consultation with the FDA, we decided to voluntarily remove OPANA® ER from the market. During the second quarter of 2017, we began to work with the FDA to coordinate an orderly withdrawal of the product from the market. By September 1, 2017, we ceased shipments of OPANA® ER to customers and we expect the New Drug Application will be withdrawn in the coming months. These actions had an adverse effect on our revenues and, as a result of these actions, we have incurred and expect to incur certain charges. These and other actions such as recalls or withdrawals could divert management time and attention, reduce market acceptance of all of our products, harm our reputation, reduce our revenues, lead to additional charges or expenses or result in product liability claims, any of which could have a material adverse effect on our results of operations and financial condition.

Some drugs are available in the United States that are not the subject of an FDA-approved NDA. In 2011, the FDA’s Center for Drug Evaluation and Research (CDER) Office of Compliance modified its enforcement policy with regard to the marketing of such “unapproved” marketed drugs. Under CDER’s revised guidance, the FDA encourages manufacturers to obtain NDA approvals for such drugs by requiring unapproved versions to be removed from the market after an approved version has been introduced, subject to a grace period at the FDA’s discretion. This grace period is intended to allow an orderly transition of supply to the market and to mitigate any potential related drug shortage. Depending on the length of the grace period and the time it takes for subsequent applications to be approved, this may result in a period of de facto market exclusivity to the first manufacturer that has obtained an approved NDA for the previously unapproved marketed drug. We may seek FDA approval for certain unapproved marketed drug products through the 505(b)(2) regulatory pathway. Even if we receive approval for an NDA under section 505(b)(2) of the FFDCA, the FDA may not take timely enforcement action against companies marketing unapproved versions of the drug; therefore, we cannot be sure that that we will receive the benefit of any de facto exclusive marketing period or that we will fully recoup the expenses incurred to obtain an approval. In addition, certain competitors and others have objected to the FDA’s interpretation of Section 505(b)(2). If the FDA’s interpretation of Section 505(b)(2) is successfully challenged, this could delay or even prevent the FDA from approving any NDA that we submit under Section 505(b)(2).
Moreover, even if our product candidates are approved under Section 505(b)(2), the approval may be subject to limitations on the indicated uses for which the products may be marketed or to other conditions of approval, or may contain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the products.
The ANDA approval process for a new product varies in time, generally requiring a minimum of 10 months following submission of the ANDA to FDA, but could also take several years from the date of application. The timing for the ANDA approval process for generic products is difficult to estimate and can vary significantly. NDAANDA approvals, if granted, may not include all uses (known as indications) for which a company may seek to market a product.
Further, once a product is approved or cleared for marketing, failure to comply with applicable regulatory requirements can result in, among other things, suspensions or withdrawals of approvals or clearances,clearances; seizures or recalls of products,products; injunctions against the manufacture, holding, distribution, marketing and sale of a product,product; and civil and criminal sanctions. Furthermore, changes in existing regulations or the adoption of new regulations could prevent us from obtaining, or affect the timing of, future regulatory approvals or clearances. Meeting regulatory requirements and evolving government standards may delay marketing of our new products for a considerable period of time, impose costly procedures upon our activities and result in a competitive advantage to larger companies that compete against us.
Based on scientific developments, post-market experience or other legislative or regulatory changes, the current FDA standards of review for approving new pharmaceutical and medical device products, or new indications or uses for approved or cleared products, are sometimes more stringent than those that were applied in the past.
Some new or evolving FDA review standards or conditions for approval or clearance were not applied to many established products currently on the market, including certain opioid products. As a result, the FDA does not have as extensive safety databases on these products that are as onextensive as some products developed more recently. Accordingly, we believe the FDA has expressed an intention to develop such databases for certain of these products, including many opioids. In particular, the FDA has expressed interest in specific chemical structures that may be present as impurities in a number of opioid narcotic active pharmaceutical ingredients, such as oxycodone, which based on certain structural characteristics and laboratory tests may indicate the potential for having mutagenic effects. The FDA has required, and may continue to require, more stringent controls of the levels of these impurities in drug products for approval.
Also, the FDA may require labeling revisions, formulation or manufacturing changes and/or product modifications for new or existing products containing such impurities. The FDA’s more stringent requirements, together with any additional testing or remedial measures that may be necessary, could result in increased costs for, or delays in, obtaining approval for certain of our

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products in development. products. Although we do not believe that the FDA would seek to remove a currently marketed product from the market unless such mutagenic effects are believed to indicate a significant risk to patient health, we cannot make any such assurance.
The Obama administration hasIn May of 2016, an FDA advisory panel recommended mandatory training of all physicians who prescribe opioids on the risks of prescription opioids. In 2016, the CDC also releasedissued a comprehensive action plan to reduce prescription drug abuse, which may include proposed legislation to amend existing controlled substances laws to require healthcare practitionersguideline for prescribing opioids for chronic pain that provides recommendations for primary care clinicians who request Drug Enforcement Administration (DEA) registration to prescribe controlled substances to receive training on opioidare prescribing practices as a conditionopioids for chronic pain outside of registration.active cancer treatment, palliative care and end-of-life care. In addition, state health departments and boards of pharmacy have authority to regulate distribution and may modify their regulations with respect to prescription narcotics in an attempt to curb abuse. In either case, any such new regulations or requirements may be difficult and expensive for us to comply with, may delay our introduction of new products, may adversely affect our total revenues and may have a material adverse effect on our business, results of operations, financial condition and cash flows.

The FDA has the authority to require companies to undertake additional post-approval studies to assess known or signaled safety risks, and to make any labeling changes to address those risks. The FDA also can require companiesrisks and to formulate approved Risk Evaluation and Mitigation Strategies (REMS)REMS to confirm a drug’s benefits outweigh its risks. For example, in 2011, we, along with other manufacturers of long-acting and extended-release opioid drug products, received a letter from2015, the FDA sent letters to a number of manufactures, including Endo, requiring that a randomized, double-blind, placebo-controlled clinical trial be conducted to evaluate the effect of testosterone replacement therapy on the incidence of major adverse cardiovascular events in men. The letter received by Endo required that we developinclude new safety information in the labeling and submit to the FDA a post-market REMS planMedication Guide for our OPANAcertain prescription medications containing testosterone, such as TESTIM® ER, morphine sulfate ER, and oxycodone ER drug products to require that training is provided to prescribers of these products, and that information is provided to prescribers that they can use in counseling patients about the risks and benefits of opioid drug use. In December 2011, the FDA approved our interim REMS for OPANA® ER, which was subsequently superseded by the class-wide extended-release/long-acting REMS approved in July 2012. The goal of this REMS is to reduce serious adverse outcomes resulting from inappropriate prescribing, misuse and abuse of extended-release or long-acting opioid analgesics while maintaining patient access to pain medications. The REMS includes a Medication Guide, Elements to Assure Safe Use and annual REMS Assessment Reports..
The FDA’s exercise of its authority under the FFDCA could result in delays or increased costs during product development, clinical trials and regulatory review, increased costs to comply with additional post-approval regulatory requirements and potential restrictions on sales of approved products. Foreign regulatory agencies often have similar authority and may impose comparable requirements and costs. Post-marketing studies and other emerging data about marketed products, such as adverse event reports, may also adversely affect sales of our products. Furthermore, the discovery of significant safety or efficacy concerns or problems with a product in the same therapeutic class as one of our products that implicate or appear to implicate the entire class of products could have an adverse effect on sales of our product or, in some cases, result in product withdrawals. The FDA has continuing authority over the approval of an NDA or ANDA and may withdraw approval if, among other reasons, post-marketing clinical or other experience, tests or data show that a drug is unsafe for use under the conditions upon which it was approved, or if FDA determines that there is a lack of substantial evidence of the drug’s efficacy under the conditions described in its labeling. Furthermore, new data and information, including information about product misuse or abuse at the user level, may lead government agencies, professional societies, practice management groups or patient or trade organizations to recommend or publish guidance or guidelines related to the use of our products, which may lead to reduced sales of our products.
The FDA and the DEA have important and complementary responsibilities with respect to our business. The FDA administers an application and post-approval monitoring process to confirm that products that are available in the market are safe, effective and consistently of uniform, high quality. The DEA administers registration, drug allotment and accountability systems to satisfy against loss and diversion of controlled substances. Both agencies have trained investigators that routinely, or for cause, conduct inspections, and both have authority to seek to enforce their statutory authority and regulations through administrative remedies as well as civil and criminal enforcement actions.
The FDA regulates and monitors the quality of drug and device clinical trials to provide human subject protection and to support marketing applications. The FDA may place a hold on a clinical trial and may cause a suspension or withdrawal of product approvals if regulatory standards are not maintained. The FDA also regulates the facilities, processes and procedures used to manufacture and market pharmaceutical and medical device products in the U.S. Manufacturing facilities must be registered with the FDA and all products made in such facilities must be manufactured in accordance with the latest cGMP regulations, which are enforced by the FDA. Compliance with clinical trial requirements and cGMP regulations requires the dedication of substantial resources and requires significant expenditures. In the event an approved manufacturing facility for a particular drug or medical device is required by the FDA to curtail or cease operations, or otherwise becomes inoperable, or a third party contract manufacturing facility faces manufacturing problems, obtaining the required FDA authorization to manufacture at the same or a different manufacturing site could result in production delays, which could adversely affect our business, results of operations, financial condition and cash flow.
The FDA is authorized to perform inspections of U.S. and foreign facilities under the FFDCA. At the end of such an inspection, the FDA could issue a Form 483 Notice of Inspectional Observations, which could cause us to modify certain activities identified during the inspection. Following such inspections, the FDA may issue an untitled letter as an initial correspondence that cites violations that do not meet the threshold of regulatory significance offor a Warning Letter. FDA guidelines also provide for the issuance of Warning Letters for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. Finally, the FDA could issue a Form 483 Notice of Inspectional Observations, which could cause us to modify certain activities identified during the inspectionThe FDA also may issue Warning Letters and untitled letters in connection with events or circumstances unrelated to an FDA inspection.

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Similar to other healthcare companies, during 2015,2017 and in prior years, our facilities, in multiple countries, across the full range of our business units, were subject to routine and new-product related inspections by the FDA, MHRA, HPRAMedicines and Healthcare products Regulatory Agency, Health Products Regulatory Authority and Health Canada. Some of these inspections resulted in non-critical inspection observations (including FDA Form 483 observations). We have responded to all inspection observations within the required time frame and have implemented, or are continuing to implement, the corrective action plans as agreed with the relevant regulatory agencies.
Many
Several of our core products contain controlled substances. The stringent DEA regulations on our use of controlled substances include restrictions on their use in research, manufacture, distribution and storage. A breach of these regulations could result in imposition of civil penalties, refusal to renew or action to revoke necessary registrations, or other restrictions on operations involving controlled substances. In addition, failure to comply with applicable legal requirements subjects the manufacturing facilities of our subsidiaries and manufacturing partners to possible legal or regulatory action, including shutdown. Any such shutdown may adversely affect their ability to supply us with product and thus, our ability to market affected products. This could have a negative impact on our business, results of operation,operations, financial condition, cash flows and competitive position. See also the risk described under the caption “TheThe DEA limits the availability of the active ingredients used in many of our current products and products in development, as well as the production of these products, and, as a result, our procurement and production quotas may not be sufficient to meet commercial demand or complete clinical trials.trials.
In addition, we are subject to the Federal Drug Supply Chain Security Act (DSCSA). The U.S. government has enacted DSCSA thatwhich requires development of an electronic pedigree to track and trace each prescription drug at the salable unit level through the distribution system, which will be effective incrementally over a 10-year period. Compliance with DSCSA and future U.S. federal or state electronic pedigree requirements may increase our operational expenses and impose significant administrative burdens.
We cannot determine what effect changes in regulations or legal interpretations or requirements by the FDA, or the courts or others, when and if promulgated or issued, may have on our business in the future. Changes could, among other things, require different labeling, monitoring of patients, interaction with physicians, education programs for patients or physicians, curtailment of necessary supplies or limitations on product distribution. TheseAny such changes or others required by the FDA or DEA could have an adverse effect on the sales of these products.our business. The evolving and complex nature of regulatory science and regulatory requirements, the broad authority and discretion of the FDA and the generally high level of regulatory oversight results in a continuing possibility that, from time to time, we will be adversely affected by regulatory actions despite our ongoing efforts and commitment to achieve and maintain full compliance with all regulatory requirements.
The success of our acquisition and licensing strategy is subject to uncertainty and any completed acquisitions or licenses may reduce our earnings, be difficult to integrate, not perform as expected or require us to obtain additional financing.
We regularly evaluate selective acquisitions and look to continue to enhance our product line by acquiring rights to additional products and compounds. Such acquisitions may be carried out through corporate acquisitions, asset acquisitions, licensing and joint venture arrangements or by acquiring other companies. However, we cannot confirm to you that we willmay not be able to complete acquisitions that meet our target criteria on satisfactory terms, if at all. In particular, we may not be able to identify suitable acquisition candidates. In addition, any acquisition of assets and rights to products and compounds may fail to accomplish our strategic objective and may not perform as expected. Further, if we are unable to maintain, on commercially reasonable terms, product, compound or other licenses that we have acquired, our ability to develop or commercially exploitcommercialize our products may be inhibited. We compete to acquire these assets that we requireIn order to continue to develop and broaden our product range.range we must compete to acquire these assets. Our competitors may have greater resources than us and therefore be better able to complete acquisitions or may cause the ultimate price we pay for acquisitions to increase. If we fail to achieve our acquisition goals, our growth may be limited.
In addition to the risks related to acquisition of assets and products, acquisitions of companies may expose us to additional risks, which aremay be beyond our control and may have a material adverse effect on our profitability and cash flows. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, we may be required to devote significant management attention and resources to the integration of an acquired business into our practices and operations. Any integration process may be disruptive and, if implemented ineffectively, may restrict the realization of the full expected benefits.
In addition, any acquisitions we make may result in material unanticipated problems, expenses, liabilities, competitive responses and loss or disruption of customer relationships.relationships with customers, suppliers, partners, regulators and others with whom we have business or other dealings. The difficulties of combining operations of companies include, among others:
diversion of management’s attention to integration matters;
difficulties in achieving anticipated cost or tax savings, synergies, business opportunities and growth prospects from the combination of the businesses;
difficulties in the integration of operations and systems;
the impact of pre-existing legal and/or regulatory issues;
difficulties in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the companies;
difficulties in the assimilation of employees;employees and retention of key personnel;
difficulties in managing the expanded operations of a significantly larger and more complex company;

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challenges in retaining existing customers and obtaining new customers;

potential unknown liabilities or larger liabilities than projected, adverse consequences and unforeseen increased expenses associated with the merger; and
difficulties in coordinating a geographically dispersed organization.
The benefits of a merger are also subject to a variety of other factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in jurisdictions in which the combined company will do business, the financial performance of the combined business in various jurisdictions, currency exchange rate fluctuations and significant changes in trade, monetary or fiscal policies, including changes in interest rates and tax law of the jurisdictions in which the combined company will do business. The impact of these factors, individually and in the aggregate, is difficult to predict, in part because the occurrence of the events or circumstances described in such factors may be interrelated, and the impact to the combined company of the occurrence of any one of these events or circumstances could be compounded or, alternatively, reduced, offset, or more than offset, by the occurrence of one or more of the other events or circumstances described in such factors.
In addition, based on current acquisition prices in the pharmaceutical industry, acquisitions could decrease our net income per share and add significant intangible assets and related amortization or impairment charges. Our acquisition strategy may require us to obtain additional debt or equity financing, resulting in leverage, increasedadditional debt obligations, as compared to equity,increased interest expense or dilution of equity ownership. We may not be able to finance acquisitions on terms satisfactory to us.
We may decide to sell assets, which could adversely affect our prospects and opportunities for growth.
We may from time to time consider selling certain assets if (i) we determine that such assets are not critical to our strategy or (ii) we believe the opportunity to monetize the asset is attractive or for various other reasons, including for the reduction of indebtedness. For example, we divested both Litha, our South African business, and Somar, our Latin America business, in July 2017 and October 2017, respectively. We have explored and will continue to explore the sale of certain non-core assets. Although our expectation is to engage in asset sales only if they advance or otherwise support our overall strategy, any such sale could reduce the size or scope of our business, our market share in particular markets or our opportunities with respect to certain markets, products or therapeutic categories. As a result, any such sale could have an adverse effect on our business, prospects and opportunities for growth, results of operations, financial condition and cash flows.
Our growth and development will depend on developing, commercializing and marketing new products, including both our own products and those developed with our collaboration partners. If we do not do so successfully, our growth and development will be impaired.
Our future revenues and profitability will depend, to a significant extent, upon our ability to successfully commercialize new branded and generic pharmaceutical products protected by patent or statutory authority in a timely manner. As a result, we must continually develop, test and manufacture new products, which must meet regulatory standards to receive requisite marketing authorizations. The process of obtaining regulatory approvals for new products is time consuming and costly and inherently unpredictable. Products we are currently developing may or may not receive the regulatory approvals or clearances necessary for us to market them. Furthermore, the development and commercialization process is time-consuming and costly and, if and when products are developed and approved, we cannot confirmmay be unable to you that anysuccessfully commercialize them on a timely basis or at all.
The successful commercialization of a product is also subject to a number of factors, including:
the effectiveness, ease of use and safety of our products ifas compared to existing products;
customer demand and when developedthe willingness of physicians and approved, can be successfully commercialized.customers to adopt our products over products with which they may have more loyalty or familiarity and overcoming any biases towards our products;
the cost of our product compared to alternative products and the pricing and commercialization strategies of our competitors;
the success of our launch and marketing efforts;
adverse publicity about us, our products, our competitors and their products or the industry as a whole or favorable publicity about competitors;
the advent of new and innovative alternative products; and
any unforeseen issues or adverse developments in connection with a product and any resulting litigation or regulatory scrutiny and harm to our reputation.
In addition, many risks associated with developing, commercializing and marketing new products are beyond our control. For example, some of our collaboration partners may decide to make substantial changes to a product’s formulation or design, may experience financial difficulties or may have limited financial resources. Any of the foregoing may delay the development, commercialization and/or marketing of new products. In addition, if a co-developer on a new product terminates our collaboration agreement or does not perform under the agreement, we may experience delays and additional costs in developing and marketing that product.

We conduct research and development of medical and technological products to enable us to manufacture and market pharmaceutical products in accordance with specific government regulations. Much of our drug development effort is focused on technically difficult-to-formulate products and/or products that require advanced manufacturing technology. Typically, expenses related to research, development and regulatory approval of compounds for our branded pharmaceutical products are significantly greater than those expenses associated with generic products. As we continue to develop new products, our research expenses will likely increase. Because of the inherent risk associated with research and development efforts in the healthcare industry, particularly with respect to new drugs, our research and development expenditures may not result in the successful regulatory approval and introduction of new pharmaceutical products.products and failure in the development of any new product can occur at any point in the process, including late in the process after substantial investment. Also, after we submit a regulatory application, the relevant governmental health authority may require that we conduct additional studies, including studies to assess the product’s interaction with alcohol. As a result, we may be unable to reasonably predict the total research and development costs to develop a particular product.product and there is a significant risk that the funds we invest in research and development will not generate financial returns. In addition, our operating results and financial condition may fluctuate as the amount we spend to research and develop, commercialize, acquire or license new products, technologies and businesses changes.
The availability of third party reimbursement for our products is uncertain, and thus we may find it difficult to maintain current price levels. Additionally, the market may not accept those products for which third party reimbursement is not adequately provided.
Our ability to commercialize our products depends, in part, on the extent to which reimbursement for the costs of these products is available from government healthcare programs, such as Medicaid and Medicare, private health insurers and others. We cannot be certain that, over time, third party reimbursements for our products will be adequate for us to maintain price levels sufficient for realization of an appropriate return on our investment. Government payers, private insurers and other third party payers are increasingly attempting to contain healthcare costs by (1)by: (i) limiting both coverage and the level of reimbursement (including adjusting co-pays) for products approved for marketing by the FDA, (2)(ii) refusing, in some cases, to provide any coverage for uses of approved products for indications for which the FDA has not granted marketing approval and (3)(iii) requiring or encouraging, through more favorable reimbursement levels or otherwise, the substitution of generic alternatives to branded products.

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In addition, significant uncertainty exists as to the reimbursement status of newly approved medical device products, which may impact whether customers purchase our products. Reimbursement rates vary depending on whether the procedure is performed in a hospital, ambulatory surgery center or physician’s office. Furthermore, healthcare regulations and reimbursement for medical devices vary significantly from country to country, particularly in Europe.
We may experience pricing pressure on the price of our products due to social or political pressure to lower the cost of drugs, which would reduce our revenue and future profitability.
We may experience downward pricing pressure on the price of our products due to social or political pressure to lower the cost of drugs, which would reduce our revenue and future profitability. Recent eventsPrice increases have resulted in increased public and governmental scrutiny of the cost of drugs, especiallydrugs. For example, U.S. federal prosecutors have issued subpoenas to pharmaceutical companies seeking information about pricing practices in connection with price increases following companies’ acquisitionsan investigation into pricing practices being conducted by the U.S. Department of the rights to certain drug products. In particular, U.S. federal prosecutors recently issued subpoenas to a pharmaceutical company seeking information about itsJustice. Several state attorneys general also have commenced drug pricing practices, among other issues,investigations and members offiled lawsuits against pharmaceutical companies, including Par Pharmaceutical, Inc., and the U.S. Congress have sought information from certainSenate has publicly investigated a number of pharmaceutical companies relating to post-acquisition drug-price increases.price increases and pricing practices. Our revenue and future profitability could be negatively affected if these or other inquiries were to result in legislative or regulatory proposals that limit our ability to increase the prices of our products.
In addition, among other federal legislative initiatives aimed at drug pricing issues, in September 2016, a bipartisan group of U.S. Senators introduced legislation that would require pharmaceutical manufacturers to justify price increases of more than 10% in a 12-month period. A large number of individual states also have introduced legislation aimed at drug pricing regulation, transparency or both. California and Nevada have enacted such laws. Our revenue and future profitability could be negatively affected by the passage of these laws or similar federal or state legislation. Pressure from social activist groups and future government regulations may also put downward pressure on the price of drugs, which could result in downward pressure on the prices of our products in the future.
Our business is highly dependent upon market perceptions of us, our brands, and the safety and quality of our products, and may be adversely impacted by negative publicity or findings.
Market perceptions of us are very important to our business, especially market perceptions of our company and brands and the safety and quality of our products. If we, our partners and suppliers, or our brands suffer from negative publicity, or if any of our products or similar products which other companies distribute are subject to market withdrawal or recall or are proven to be, or are claimed to be, ineffective or harmful to consumers, then this could have a material adverse effect on our business, results of operations, financial condition and cash flows.

For example, the pharmaceutical drug supply has been increasingly challenged by the vulnerability of distribution channels to illegal counterfeiting and the presence of counterfeit products in a growing number of markets and over the Internet. Third parties may illegally distribute and sell counterfeit versions of our products that do not meet the rigorous manufacturing and testing standards that our products undergo. Counterfeit products are frequently unsafe or ineffective, and can be potentially life-threatening. Counterfeit medicines may contain harmful substances, the wrong dose of API or no API at all. However, to distributors and users, counterfeit products may be visually indistinguishable from the authentic version.
In addition, negative posts or comments about us on any social networking website could seriously damage our reputation. The inappropriate use of certain social media vehicles could cause brand damage or information leakage or could lead to legal implications from the improper collection and/or dissemination of personally identifiable information or the improper dissemination of material non-public information.
Furthermore, unfavorable media coverage of opioid pharmaceuticals could negatively affect our business, financial condition and results of operations. In recent years, opioid drug abuse has received a high degree of media coverage. Unfavorable publicity regarding, for example, the use or misuse of oxycodone or other opioid drugs, the limitations of abuse-deterrent forms (ADFs), public inquiries and investigations into prescription drug abuse, litigation or regulatory activity could adversely affect our reputation. Such negative publicity could have an adverse effect on the potential size of the market for our drug candidates and decrease revenues and royalties, which would adversely affect our business and financial status. Additionally, such increased scrutiny of opioids generally, whether focused on our products or otherwise, could negatively impact our relationship with healthcare providers and other members of the healthcare community.
We are dependent on market perceptions, and negative publicity associated with product quality, patient illness or other adverse effects resulting from, or perceived to be resulting from, our products, or our partners’ and suppliers’ manufacturing facilities, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our reporting and payment obligations under the Medicaid Drug Rebate Program and other governmental drug pricing programs are complex and may involve subjective decisions. Any failure to comply with those obligations could subject us to penalties and sanctions.
We are subject to federal and state laws prohibiting the presentation (or the causing to be presented) of claims for payment (by Medicare, Medicaid or other third-party payers) that are determined to be false or fraudulent, including presenting a claim for an item or service that was not provided. These false claims statutes include the federal civil False Claims Act, which permits private persons to bring suit in the name of the government alleging false or fraudulent claims presented to or paid by the government (or other violations of the statutes) and to share in any amounts paid by the entity to the government in fines or settlement. Such suits, known as qui tam actions, have increased significantly in the healthcare industry in recent years. These actions against pharmaceutical companies, which do not require proof of a specific intent to defraud the government, may result in payment of fines to and/or administrative exclusion from the Medicare, Medicaid and/or other government healthcare programs.
We are subject to laws that require us to enter into a Medicaid Drug Rebate Agreement and a 340B Pharmaceutical Pricing Agreement as a condition for having our products eligible for payment under Medicare Part B and Medicaid. We have entered into such agreements. In addition, we are required to report certain pricing information to the Centers for Medicare and Medicaid Services (CMS) on a periodic basis to allow for accurate determination of rebates owed under the Medicaid Drug Rebate Agreement, of ceiling prices under the 340B program and certain other government pricing arrangements, and of reimbursement rates for certain drugs paid under Medicare Part B. In JanuaryOn February 1, 2016, CMS issued a Proposed Final Rule implementing the Medicaid Drug Rebate provisions incorporated into the Healthcare Reform Law,PPACA, effective April 1, 2016 in most instances. Implementation of the Final Rule will requirerequired operational adjustments by us in order to maintain compliance with applicable law. Changes included in the Final Rule reviserevised how manufacturers are required to calculate Average Manufacturer Price (AMP) and Best Price and mayalso affect the quarterly amounts that we owe to state Medicaid programs through the Medicaid Drug Rebate program. Also, CMS made changes with respect to how certain products are categorized for purposes of the Medicaid Drug Rebate program (i.e., single source, innovator multiple source, or non-innovator multiple source), which could affect the rebate calculation methodology, and thus the level of rebates incurred for affected products. In addition, CMS finalized its proposal to change the reimbursement metrics upon which Medicaid agencies are required to reimburse for covered outpatient drugs. The new reimbursement structure could adversely affect providers’ reimbursement for our products, and thus could adversely affect sales of our products. The Final Rule also expanded the scope of the Medicaid Drug Rebate program to apply to U.S. Territories,territories, effective April 1, 2017,2020, which will require operational adjustments and may result in additional rebate obligations.liability. Finally, CMS withdrew its proposed definition of “line extension” set forth in the 2012 proposed rule regarding the Medicaid Drug Rebate program and opened a new 60-day comment period soliciting views on how to interpret the relevant Healthcare Reform LawPPACA provisions. Additional operational adjustments and financial implications may result upon CMS’CMS’s finalization of “line extension” provisions.

We and other pharmaceutical companies arehave been named as defendants in a number of lawsuits filed by local and statevarious government entities, alleging generally that we and numerous other pharmaceutical companies reported false pricing information in connection with certain drugs that are reimbursable by state Medicaid programs, which are partially funded by the federal government. In addition,There is a predecessor entity of Qualitest Pharmaceuticals and other pharmaceutical companies are defendants in a federal False Claims Act lawsuit brought by a qui tam relator alleging the submission (or the causing of the submission) of false claims for paymentsrisk we will be subject to be made through state Medicaid reimbursement programs for unapproved drugssimilar investigations or non-drugs. We intend to vigorously defend those lawsuits to which we are a party. Depending on developmentslitigations in the litigation however, as with all litigation, there is a possibilityfuture, that we will suffer adverse decisions or verdicts of substantial amounts or that we will enter into monetary settlements in one or

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more of these actions.settlements. Any unfavorable outcomes as a result of such future litigation could have a material adverse effect on our business, financial condition, results of operations and cash flows.
There is additional uncertainty surrounding the healthcare insurance coverage mandate that went into effect in the U.S. in 2015 and continues into 2016. Employers may seek to reduce costs by reducing or eliminating employer group healthcare plans or transferring a greater portion of healthcare costs to their employees. Job losses or other economic hardships may also result in reduced levels of coverage for some individuals, potentially resulting in lower levels of healthcare coverage for themselves or their families. Further, in addition to the fact that the Tax Cuts and Jobs Act of 2017 eliminated the Affordable Care Act’s requirement that individuals maintain insurance or face a penalty, additional steps by the Trump Administration to limit or end cost-sharing subsidies to lower-income Americans may increase instability in the insurance marketplace and the number of uninsured Americans. These economic conditions may affect patients’ ability to afford healthcare as a result of increased co-pay or deductible obligations, greater cost sensitivity to existing co-pay or deductible obligations and lost healthcare insurance coverage or for other reasons. We believe such conditions could lead to changes in patient behavior and spending patterns that negatively affect usage of certain of our products, including some patients delaying treatment, rationing prescription medications, leaving prescriptions unfilled, reducing the frequency of visits to healthcare facilities, utilizing alternative therapies or foregoing healthcare insurance coverage. Such changes may result in reduced demand for our products, which could materially and adversely affect the sales of our products, our business and results of operations.
Our customer concentration may adversely affect our financial condition and results of operations.
We primarily sell our products to a limited number of wholesale drug distributors and large pharmacyretail drug store chains. In turn, these wholesale drug distributors and large pharmacyretail drug store chains supply products to pharmacies, hospitals, governmental agencies and physicians. In addition, this distribution network is continuing to undergo significant consolidation marked by mergers and acquisitions among wholesale drug distributors and large pharmacyretail drug store chains. For example, McKesson Corporation and Wal-Mart Stores, Inc. entered into an agreement to jointly source generic pharmaceuticals and Express Scripts, through a wholly owned subsidiary, Innovative Product Alignment, LLC, announced it will participate in Walgreens Boots Alliance Development GmbH group purchasing organization. We expect that consolidation of wholesale drug distributors and large pharmacyretail drug store chains will increase pricing and other competitive pressures on pharmaceutical companies, including us. Additionally, the emergence of large buying groups representing independent retail pharmacies and the prevalence and influence of managed care organizations and similar institutions increases the negotiating power of these groups, potentially enabling them to attempt to extract price discounts, rebates and other restrictive pricing terms on our products.
Total revenues from customers who accounted for 10% or more of our total revenues during the three years ended December 31, 2017, 2016 and 2015 are as follows:
2015 2014 20132017 2016 2015
Cardinal Health, Inc.21% 21% 26%25% 26% 21%
McKesson Corporation31% 31% 32%25% 27% 31%
AmerisourceBergen Corporation23% 16% 19%25% 25% 23%
Revenues from these customers are included within each of our U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals segments. IfAccordingly, our revenues, financial condition or results of operations may also be unduly affected by fluctuations in the buying or distribution patterns of these customers. These fluctuations may result from seasonality, pricing, wholesaler inventory objectives or other factors. In addition, if we were to lose the business of any of these customers, or if any were to experience difficulty in paying us on a timely basis, our total revenues, profitability and cash flows could be materially and adversely affected.

We are currently dependent on outside manufacturers for the manufacture of a significant amount of our products; therefore, we have and will continue to have limited control of the manufacturing process and related costs. Certain of our manufacturers currently constitute the sole source of one or more of our products.
Third party manufacturers currently manufacture a significant amount of our products pursuant to contractual arrangements. Certain of our manufacturers currently constitute the sole source of our products. For example, Teikoku Seiyaku Co., Ltd. is our sole source of LidodermLIDODERM® and Grünenthal GmbH (Grünenthal)Sandoz Inc. is our sole source of our crush-resistant formulation of OPANAVOLTAREN® ER.Gel. Because of contractual restraints and the lead-time necessary to obtain FDA approval and possiblyand/or DEA registration of a new manufacturer, there are no readily accessible alternatives to these manufacturers and replacement of any of these manufacturers may be expensive and time consuming and may cause interruptions in our supply of products to customers. As aOur business and financial viability are dependent on these third party manufacturers for continued manufacture of our products, the continued regulatory compliance of these manufacturers and the strength, validity and terms of our various contracts with these manufacturers. Any interruption or failure by these manufacturers to meet their obligations pursuant to various agreements with us on schedule or in accordance with our expectations, which could be the result of one or many factors outside of our control, could delay or prevent our ability to achieve sales expectations, cause interruptions in our supply of products to customers, disrupt our operations or cause reputational harm to our company, any such delayor all of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Because many of our products are manufactured by third parties, we have a limited ability to control the manufacturing process or costs related to the process. Increases in the prices we pay our manufacturers, interruptions in our supply of products or lapses in quality could adversely impact our margins, profitability and cash flows. We are reliant on our third party manufacturers to maintain the facilities at which they manufacture our products in compliance with FDA, DEA, state and local regulations. If they fail to maintain compliance with FDA, DEA or other critical regulations, they could be ordered to cease manufacturing, or product may be recalled, which would have a material adverse impact on our business, results of operations, financial condition and cash flows. Additionally, if any facility that manufactures our products experiences a natural disaster, we could experience a material adverse impact on our business, results of operations, financial condition and cash flows. In addition to FDA and DEA regulation, violation of standards enforced by the Environmental Protection Agency (EPA) and the Occupational Safety and Health Administration (OSHA) and their counterpart agencies at the state level could slow down or curtail operations of third party manufacturers.
In addition, we may consider entering into additional manufacturing arrangements with third party manufacturers. In each case, we will incur significant costs in obtaining the regulatory approvals and taking other necessary steps to begin commercial production by these manufacturers. If the market for the products manufactured by these third parties substantially contracts or

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disappears, we will continue to be financially obligated under these contracts. Such an obligation could have a material adverse effect on our business.
We are dependent on third parties to supply all raw materials used in our products and to provide services for certain core aspects of our business. Any interruption or failure by these suppliers, distributors and collaboration partners to meet their obligations pursuant to various agreements with us could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We rely on third parties to supply all raw materials used in our products. In addition, we rely on third party suppliers, distributors and collaboration partners to provide services for certain core aspects of our business, including manufacturing, warehousing, distribution, customer service support, medical affairs services, clinical studies, sales and other technical and financial services. All third party suppliers and contractors are subject to FDA, and very often DEA, requirements. Our business and financial viability are dependent on the continued supply of goods and services by these third party suppliers, the regulatory compliance of these third parties and on the strength, validity and terms of our various contracts with these third party manufacturers, distributors and collaboration partners. Any interruption or failure by our suppliers, distributors and collaboration partners to meet their obligations pursuant to various agreements with us on schedule or in accordance with our expectations, which could be the result of one or many factors outside of our control, could delay or prevent the development, approval, manufacture or commercialization of our products, result in non-compliance with applicable laws and regulations, disrupt our operations or cause reputational harm to our company, any or all of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we have entered into minimum purchase requirement contractsWe may also be unsuccessful in resolving any underlying issues with some of our third party raw material suppliers. If the market for the products that utilize these raw materials substantially contractssuch suppliers, distributors and partners or disappears, we will continue to be financially obligated under these contractsreplacing them within a reasonable time and meeting such obligations could have a material adverse effect on our business.commercially reasonable terms.
We are dependent upon third parties to provide us with various estimates as a basis for our financial reporting. While we undertake certain procedures to review the reasonableness of this information, we cannot obtain absolute assurance over the accounting methods and controls over the information provided to us by third parties. As a result, we are at risk of them providing us with erroneous data which could have a material adverse impact on our business and or reporting.
If our manufacturing facilities are unable to manufacture our products or the manufacturing process is interrupted due to failure to comply with regulations or for other reasons, it could have a material adverse impact on our business.
If any of our manufacturing facilities fail to comply with regulatory requirements or encounter other manufacturing difficulties, it could adversely affect our ability to supply products. All facilities and manufacturing processes used for the manufacture of pharmaceutical products and medical devices (including many components of such products) are subject to inspection by regulatory agencies at any time and must be operated in conformity with cGMP and, in the case of controlled substances, DEA regulations. Compliance with the FDA’s cGMP and DEA requirements applies to both drug products seeking regulatory approval and to approved drug products. In complying with cGMP requirements, pharmaceutical and medical device manufacturing facilities must continually expend significant time, money and effort in production, record-keeping and quality assurance and control (and design control for medical devices) so that their products meet applicable specifications and other requirements for product safety, efficacy and quality. Failure to comply with applicable legal requirements subjects our manufacturing facilities to possible legal or regulatory action, including shutdown, which may adversely affect our ability to supply the product. Additionally, our manufacturing facilities may face other significant disruptions due to labor strikes, failure to reach acceptable agreement with labor and unions, infringement of intellectual property rights, vandalism, natural disaster, storm or other environmental damage, civil or political unrest, export or import restrictions or other events. Were we not able to manufacture products at our manufacturing facilities because of regulatory, business or any other reasons, the manufacture and marketing of these products would be interrupted. This could have a material adverse impact on our business, results of operation, financial condition, cash flows and competitive position.

For example, Auxilium’sour Horsham, and Rye facilitiesPennsylvania facility and the facilities of the manufacturer that Auxilium is in the process of qualifyinghas been qualified as an alternate manufacturer for XIAFLEX®CCH, which we sell under the trademark XIAFLEX® (such manufacturer, the “Proposed Alternate Manufacturer”Manufacturer and such facility, the “Proposed Alternate Facility”)Facility), are subject to such regulatory requirements and oversight. If Auxiliumwe or the Proposed Alternate Manufacturer fail to comply with cGMP requirements, Auxiliumwe may not be permitted to sell itsour products or may be limited in the jurisdictions in which it iswe are permitted to sell them. Further, if an inspection by regulatory authorities indicates that there are deficiencies, including non-compliance with regulatory requirements, Auxiliumwe could be required to take remedial actions, stop production or close our Horsham and/or Rye facilitiesfacility or the Proposed Alternate Facility, which would disrupt the manufacturing processes, limit the suppliessupply of XIAFLEX® and TESTOPEL®CCH and delay clinical trials and subsequent licensure and/or limit the sale of commercial supplies. In addition, future noncompliance with any applicable regulatory requirements may result in refusal by regulatory authorities to allow use of XIAFLEX® or TESTOPEL®CCH in clinical trials, refusal of the government to allow distribution of XIAFLEX® or TESTOPEL®CCH within the U.S. or other jurisdictions, criminal prosecution, and fines, recall or seizure of products, total or partial suspension of production, prohibitions or limitations on the commercial sale of products, refusal to allow the entering into of federal and state supply contracts and follow-on civil litigation.
The DEA limits the availability of the active ingredients used in many of our current products and products in development, as well as the production of these products, and, as a result, our procurement and production quotas may not be sufficient to meet commercial demand or complete clinical trials.
The DEA regulates chemical compounds as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest risk of substance abuse and Schedule V substances the lowest risk. The active ingredients in some of our

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current products and products in development, including oxycodone, oxymorphone, buprenorphine, morphine, fentanyl, and hydrocodone, are listed by the DEA as Schedule II or III substances under the Controlled Substances Act of 1970.CSA. Consequently, their manufacture, shipment, storage, sale and use are subject to a high degree of regulation. For example, generally, all Schedule II drug prescriptions must be signed by a physician, physically presented to a pharmacist and may not be refilled without a new prescription.
Furthermore, the DEA limits the availability of the active ingredients used in many of our current products and products in development and sets a quota on the production of these products. We, or our contract manufacturing organizations, must annually apply to the DEA for procurement and production quotas in order to obtain these substances and produce our products. As a result, our procurement and production quotas may not be sufficient to meet commercial demand or to complete clinical trials. Moreover, the DEA may adjust these quotas from time to time during the year. Any delay or refusal by the DEA in establishing our quotas, or modification of our quotas, for controlled substances could delay or result in the stoppage of our clinical trials or product launches, or could cause trade inventory disruptions for those products that have already been launched, which could have a material adverse effect on our business, financial position, results of operations and cash flows.
If we are unable to retain our key personnel and continue to attract additional professional staff, we may be unable to maintain or expand our business.
Because of the specialized scientific nature of our business, our ability to develop products and to compete with our current and future competitors will remain highly dependent, in large part, upon our ability to attract and retain qualified scientific, technical and commercial personnel. The loss of key scientific, technical and commercial personnel or the failure to recruit additional key scientific, technical and commercial personnel could have a material adverse effect on our business. While we have consulting agreements with certain key individuals and institutions and have employment agreements with our key executives, we cannot confirm to you that we will succeedmay be unsuccessful in retaining personnel or their services under existing agreements. There is intense competition for qualified personnel in the areas of our activities and we cannot confirm to you that we willmay be ableunable to continue to attract and retain the qualified personnel necessary for the development of our business.
The trading prices of our securities may be volatile, and your investmentinvestments in our securities could decline in value.
The market prices for securities of Endo, and of pharmaceutical companies in general, have been highly volatile and may continue to be highly volatile in the future. For example, in 2015,2017, our ordinary shares traded between $96.58$5.77 and $46.66$17.99 per share on the NASDAQ Global Select Market.NASDAQ. The following factors, in addition to other risk factors described in this section, may cause the market value of our securities to fluctuate:
FDA approval or disapproval of any of the drug or medical device applications we have submitted;
the success or failure of our clinical trials;
new data or new analyses of older data that raises potential safety or effectiveness issues concerning our approved products;
product recalls;recalls or withdrawals;
competitors announcing technological innovations or new commercial products;
introduction of generic or compounded substitutes for our products, including the filing of ANDAs with respect to generic versions of our branded products;
developments concerning our or others’ proprietary rights, including patents;

competitors’ publicity regarding actual or potential products under development;development or other activities affecting our competitors or the industry in general;
regulatory developments in the U.S. and foreign countries, or announcements relating to these matters;
period-to-period fluctuations in our financial results;
new legislation, regulation, administrative guidance or executive orders, or changes in the U.S. relating tointerpretation of existing legislation, regulation, administrative guidance or executive orders, including by virtue of new judicial decisions, that could affect the development, sale or pricing of pharmaceuticals pharmaceutical products; the number of individuals with access to affordable healthcare; the taxes we pay and/or medical devices;other factors;
a determination by a regulatory agency that we are engaging or have engaged in inappropriate sales or marketing activities, including promoting the “off-label” use of our products;
social and political pressure to lower the cost of drugs;
social and political scrutiny over increases in prices of shares of pharmaceutical companies that are perceived to be caused by a strategy of growth through acquisitions;
litigation; and
economicchanges in the political and regulatory environment and international relations as a result of events such as the exit of the United Kingdom from the European Union (Brexit) and the new U.S. administration and other external factors, including market speculation or disasters and other crises.
Our operations could be disrupted if our information systems fail, if we are unsuccessful in implementing necessary upgrades or if we are subject to cyber-attacks.
Our business depends on the efficient and uninterrupted operation of our computer and communications systems and networks, hardware and software systems and our other information technology. We collect and maintain information, which includes confidential and proprietary information as well as personal information regarding our customers and employees, in digital form. Data maintained in digital form is subject to risk of cyber-attacks, which are increasing in frequency and sophistication.sophistication and are made by groups and individuals with a wide range of motives and expertise, including criminal groups, “hackers” and others. Cyber-attacks could include the deployment of harmful malware, viruses, worms, denial-of-service attacks, social engineering and other means to affect service

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reliability and threaten data confidentiality, integrity and availability. Despite our efforts to monitor and safeguard our systems to prevent data compromise, the possibility of a future data compromise cannot be eliminated entirely, and risks associated with intrusion, tampering, and theft remain. In addition, we do not have insurance coverage with respect to system failures or cyber attacks.cyber-attacks. If our systems were to fail or we are unable to successfully expand the capacity of these systems, or we are unable to integrate new technologies into our existing systems, our operations and financial results could suffer.
We also have outsourced certain elements and functions of our operations, including elements of our information technology infrastructure, to third parties, some of which are outside the U.S. As a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The size and complexity of our and our vendors’ systems make such systems potentially vulnerable to service interruptions. The size and complexity of our and our vendors’ systems and the large amounts of confidential information that is present on them also makes them potentially vulnerable to security breaches from inadvertent or intentional actions by our employees, our partners, our vendors or other third parties, or from attacks by malicious third parties.
The Company and its vendors’ sophisticated information technology operations are spread across multiple, sometimes inconsistent platforms, which pose difficulties in maintaining data integrity across systems. The ever-increasing use and evolution of technology, including cloud-based computing, creates opportunities for the unintentional or improper dissemination or destruction of confidential information stored in the Company’s systems.
A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our proprietary technology or information and/or adversely affect our business position. Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to the Company and could have a material adverse effect on our revenues, financial condition or results of operations.

In addition, legislators and/or regulators in countries in which we operate are increasingly adopting or revising privacy, information security and data protection laws (Privacy Laws). In particular, the European Union’s General Data Protection Regulation, which is effective May 25, 2018, has extra-territorial scope and substantial fines for breaches (up to 4% of global annual revenue or €20 million, whichever is greater). Enforcement of Privacy Laws also has increased over the past few years. Accordingly, new and revised Privacy Laws, together with stepped-up enforcement of existing Privacy Laws, could significantly affect our current and planned privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer and/or employee information and some of our current or planned business activities. Any failure to comply with Privacy Laws, could lead to government enforcement actions and significant sanctions or penalties against us, adversely impact our results of operations and subject us to negative publicity.
Foreign regulatory requirements vary, including with respect to the regulatory approval process, outside the U.S. varies depending on foreign regulatory requirements, and failure to obtain regulatory approval or maintain compliance with requirements in foreign jurisdictions would prevent or impact the marketing of our products in those jurisdictions.
We have worldwide intellectual property rights to market many of our products and product candidates and intend to seek approval to market certain of our products outside of the U.S. Approval of a product by the regulatory authorities of foreign countries must be obtainedis generally required prior to manufacturing or marketing that product in those countries. The approval procedure varies among countries and can involve additional testing and the time required to obtain such approval may differ from that required to obtain FDA approval. The non-U.S. regulatory approval process includes all of the risks associated with obtaining FDA approval set forth herein. Approval by the FDA does not secure approval by the regulatory authorities of any other country, nor does the approval by foreign regulatory authorities in one country secure approval by regulatory authorities in other foreign countries or by the FDA.
Outside of the U.S., regulatory agencies generally evaluate and monitor the safety, efficacy and quality of pharmaceutical products and devices and impose regulatory requirements applicable to manufacturing processes, stability testing, record keeping and quality standards, among others. These requirements vary across jurisdiction. In certain countries, including emerging and developing markets, the applicable health care and drug regulatory regimes are continuing to evolve and new requirements may be implemented. Ensuring and maintaining compliance with these evolving requirements is and will continue to be difficult, time-consuming and costly. If we fail to comply with these regulatory requirements or fail to obtain and maintain required approvals, our target market will be reduced and our ability to generate revenue from abroad will be adversely affected.
Our Astora subsidiary could be adversely affected by special risks and requirements related to its previous business of manufacturing medical products manufacturing business.products.
Our Astora subsidiary is subject to various risks and requirements associated with it previously being a medical equipment manufacturer, which could have adverse effects. These include the following:
the need to comply with applicable FDA and foreign regulations relating to cGMP and medical device approval, clearance or certification requirements, and with state licensing requirements;
the need for special non-governmental certifications and registrations regarding product safety, product quality and manufacturing procedures in order to market products in the European Union, i.e. EN ISO certifications;
the fact that in some foreign countries, medical device sales are strongly determined by the reimbursement policies of statutory and private health insurance companies, i.e., if insurance companies decline reimbursement for Astora’s products, sales may be adversely affected;
effects, including potential and actual product liability claims for any defective or allegedly defective goods that are distributed;were distributed and
increased government scrutiny and/or potential claims regarding the marketing of medical devices.
We are subject to health information privacy and data protection laws that include penalties for noncompliance.
We are subject to a number of privacy and data protection laws and regulations globally. The legislative and regulatory landscape for privacy and data security continues to evolve. There has been increased attention to privacy and data security issues in both developed and emerging markets with the potential to affect directly our business. This includes federal and state laws and regulations in the United StatesU.S. as well as in Europe and other markets. There has also been increased enforcement activity in the United StatesU.S. particularly related to data security breaches. A violation of these laws or regulations could subject us to penalties, fines and/or possible exclusion from Medicare or Medicaid. Such sanctions could materially and adversely affect our business, results of operations, financial condition and cash flows.
The expanding nature of our business in global markets exposes us to risks associated with adapting to emerging markets and taking advantage of growth opportunities.
The globalization of our business, including in Mexico, South Africa and Canada, may expose us to increased risks associated with conducting business in emerging markets. Any difficulties in adapting to emerging markets could impair our ability to take advantage of growth opportunities in these regions and a decline in the growth of emerging markets could negatively affect our business, results of operations or financial condition.
The expansion of our activities in emerging markets may further expose us to more volatile economic conditions and political instability. We also face competition from companies that are already well established in these markets. Our inability to adequately respond to the unique characteristics of these markets, particularly with respect to their regulatory frameworks, the difficulties in recruiting qualified personnel, potential exchange controls, weaker intellectual property protection, higher crime levels and corruption and fraud, could have a material adverse effect on our business.
Our policies and procedures, which are designed to help us, our employees and agents comply with various laws and regulations regarding corrupt practices and anti-bribery, cannot guarantee protection against liability for actions taken by businesses in which we invest. Failure to comply with domestic or international laws could result in various adverse consequences, including possible delay in the approval or refusal to approve a product, recalls, seizures, withdrawal of an approved product from the market, or the imposition of criminal or civil sanctions, including substantial monetary penalties.

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In addition, differences in banking systems and business cultures could have an adverse effect on the efficiency of internal controls over financial reporting matters. Given the significant learning curve to fully understand the emerging markets’ business, operating environment and the quality of controls in place, we may not be able to adequately assess the efficiency of internal controls over financial reporting or the effects of the laws and requirements of the local business jurisdictions.
Many jurisdictions require specific permits or business licenses, particularly if the business is considered foreign. These requirements may affect our ability to carry out our business operations in emerging markets.
Our international operations could expose us to various risks, including risks related to fluctuations in foreign currency exchange rates.
In 2015, 9.5%2017, 7% of our total revenues were from sourcescustomers outside the U.S. Some of these sales were to governmental entities and other organizations with extended payment terms. A number of factors, including differing economic conditions, changes in political climate, differing tax regimes, changes in diplomatic and trade relationships and political or economic instability in the countries where we do business, could affect payment terms and our ability to collect foreign receivables. We have little influence over these factors and changes could have a material adverse impact on our business. In particular, the risk of a debt default by one or more European countries and related European or national financial restructuring efforts may cause volatility in the value of the euro. In addition, foreign sales are influenced by fluctuations in currency exchange rates, primarily the Canadian dollar, Euro, South African rand, Mexican peso,euro and British pound, Australian dollar,pound.

We face risks relating to the expected exit of the United Kingdom from the European Union.
On June 23, 2016, the United Kingdom held a remain-or-leave referendum on the United Kingdom’s membership within the European Union, the result of which favored the Brexit. On March 29, 2017, the Prime Minister of the United Kingdom delivered a formal notice of withdrawal to the European Union. On May 22, 2017, the Council of the European Union (the Council), adopted a decision authorizing the opening of Brexit negotiations with the United Kingdom and Swedish krona.formally nominated the European Commission as the European Union negotiator. The Council also adopted negotiating directives for the talks. The negotiation has begun and is expected to involve a process of lengthy negotiations which will likely determine the future terms of the United Kingdom’s relationship with the European Union, as well as whether the United Kingdom will be able to continue to benefit from the European Union’s free trade and similar agreements. The timing of the Brexit is uncertain and potential impact of Brexit on our market share, sales, profitability and results of operations is unclear. If the United Kingdom were to significantly alter its regulations affecting the pharmaceutical industry, we could face significant new costs. It may also be time-consuming and expensive for us to alter our internal operations in order to comply with new regulations. In addition, since a significant proportion of the regulatory framework in the United Kingdom is derived from European Union directives and regulations, the referendum could materially impact the regulatory regime with respect to the approval of our product candidates in the United Kingdom or the European Union. Any delay in obtaining, or an inability to obtain, any regulatory approvals, as a result of Brexit or otherwise, would prevent us from commercializing our product candidates in the United Kingdom and/or the European Union and restrict our ability to generate revenue and achieve and sustain profitability. If any of these outcomes occur, we may be forced to restrict or delay efforts to seek regulatory approval in the United Kingdom and/or European Union for our product candidates, which could significantly and materially harm our business. Similarly, it is unclear at this time what Brexit’s impact will have on our intellectual property rights and the process for obtaining and defending such rights. It is possible that certain intellectual property rights, such as trademarks, granted by the European Union will cease being enforceable in the United Kingdom absent special arrangements to the contrary. Additionally, depending on the terms of Brexit, economic conditions in the United Kingdom, the European Union and global markets may be adversely affected by reduced growth and volatility. The uncertainty both during and after the period of negotiation is also expected to have a negative economic impact and increase volatility in the markets, particularly in the Eurozone. Such volatility and negative economic impact could, in turn, adversely affect the Company’s business, results of operations, financial condition and cash flows.
The risks of selling and shipping products and of purchasing components and products internationallyrelated to our global operations may adversely impact our revenues, results of operations and financial condition.
TheOur operations extend to numerous countries outside the U.S. and are subject to the risks of conducting business globally. Conducting business internationally, including the sale and shipping of our products and services across international borders, is subjectsubjects us to extensive U.S. and foreign governmental trade regulations, such as various anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (the FCPA), export control laws, customs and import laws, and anti-boycott laws. Our failureThe FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to complygovernment officials for the purpose of obtaining or retaining business. We cannot provide assurance that our internal controls and procedures will always protect us from criminal acts committed by our employees or third parties with whom we work. If we are found liable for violations of the FCPA or other applicable laws and regulations, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could result insuffer significant criminal, civil and administrative penalties, including, but not limited to, imprisonment of individuals, fines, denial of export privileges, seizure of shipments, restrictions on certain business activities and exclusion or debarment from government contracting. Also, the failure to comply with applicable legal and regulatory obligations could result in the disruption of our shipping and sales activities.
In addition, some countries in which our subsidiaries develop, manufacture or sell products are to some degree, subject to political, economic and/or social instability. Our internationalnon-U.S. R&D, manufacturing and sales operations expose us and our employees, representatives, agents and distributors to risks inherent in operating in foreignnon-U.S. jurisdictions. For example, in early 2018, we shifted certain of our U.S. R&D functions to India, where we also manufacture certain of our products. A disruption in our Indian operations could have a material adverse effect on our results of operations and financial condition. These risks include:
the imposition of additional U.S. and foreignnon-U.S. governmental controls or regulations;
the imposition of costly and lengthy new export licensing requirements;
the imposition of U.S. and/or international sanctions against a country, company, person or entity with whom the company doeswe do business that would restrict or prohibit continued business with the sanctioned country, company, person or entity;
economic and political instability or disruptions, including local and regional instability, or disruptions due to natural disasters, such as severe weather and geological events, disruptions due to civil unrest and hostilities, rioting, military activity, terror attacks or armed hostilities;
changes in duties and tariffs, license obligations and other non-tariff barriers to trade;
the imposition of new trade restrictions;
supply disruptions and increases in energy and transportation costs;
the imposition of restrictions on the activities of foreign agents, representatives and distributors;
foreignchanges in tax laws both in the U.S. and abroad and the imposition by non-U.S. tax authorities imposingof significant fines, penalties and additional taxes;

pricing pressure that we may experience internationally;
fluctuations in foreign currency exchange rates;
competition from local, regional and international competitors;
difficulties and costs of staffing and managing foreign operations, including cultural and differences and additional employment regulations, union workforce negotiations and potential disputes in the jurisdictions in which we operate;
laws and business practices favoring local companies;
difficulties in enforcing or defending intellectual property rights; and
exposure to different legal and political standards due to our conducting business in several foreign countries.
We also face the risk that some of our competitors have more experience with operations in such countries or with international operations generally and may be able to manage unexpected crises more easily. Furthermore, whether due to language, cultural or other differences, public and other statements that we make may be misinterpreted, misconstrued or taken out of context in different jurisdictions. Moreover, the internal political stability of, or the relationship between, any country or countries where we conduct business operations may deteriorate, including relationships between the U.S. and other countries. Changes in a country’s political stability or the state of relations between any such countries are difficult to predict and could adversely affect our operations. Any such changes could lead to a decline in our profitability and/or adversely impact our ability to do business. Any meaningful deterioration of the political or social stability in and/or diplomatic relations between any countries in which we or our partners and suppliers do business could have a material adverse effect on our operations.
We cannot provide assurance that one or more of these factors will not harm our business. Additionally, we are experiencing fluidity in regulatory and pricing trends as a result of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010. Any material decrease in our internationalnon-U.S. R&D, manufacturing or sales wouldcould adversely impact our results of operations and financial condition.

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We have a substantial amount of indebtedness which could adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, which may require us to refinance all or part of our then outstanding indebtedness. Any refinancing of this substantial indebtedness could be at significantly higher interest rates. Despite our current level of indebtedness, we may still be able to incur substantially more indebtedness. This could increase the risks associated with our substantial indebtedness.
We currently have a substantial amount of indebtedness. As of December 31, 2015,2017, we have total debt of approximately $8.74$8.38 billion in aggregate principal amount. Our substantial indebtedness may:
make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our indebtedness;
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
expose us to the risk of rising interest rates with respect to the borrowings under our credit facility, which are at variable rates of interest;rate indebtedness;
require us to use a substantial portion of our cash flowon hand and/or from future operations to make debt service payments;
limit our flexibility to plan for, or react to, changes in our business and industry;
place us at a competitive disadvantage compared to our less leveraged competitors; and
increase our vulnerability to the impact of adverse economic and industry conditions.
If we are unable to pay amounts due under our outstanding indebtedness or to fund other liquidity needs, such as future capital expenditures or contingent liabilities as a result of adverse business developments, including expenses related to our ongoing and future legal proceedings and governmental investigations as well as increased pricing pressures or otherwise, we may be required to refinance all or part of our then existing indebtedness, sell assets, reduce or delay capital expenditures or seek to raise additional capital, any of which could have a material adverse effect on our operations. There can be no assurance that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. Any refinancing of this substantial indebtedness could be at significantly higher interest rates, which will depend on the conditions of the markets and our financial condition at such time. In addition, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

Covenants in our debt agreements restrict our business in many ways, a default of which may result in acceleration of certain of our indebtedness.
We are subject to various covenants in the instruments governing our debt that limit our ability and/or our restricted subsidiaries’ ability to, among other things:
incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
issue redeemable stock and preferred stock;
pay dividends or distributions or redeem or repurchase capital stock;
prepay, redeem or repurchase debt;
make loans, investments and capital expenditures;
enter into agreements that restrict distributions from our subsidiaries;
sell assets and capital stock of our subsidiaries;
enter into certain transactions with affiliates; and
consolidate or merge with or into, or sell substantially all of our assets to, another person.
A breach of any of these covenants could result in a default under our indebtedness. If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately, and our lenders could terminate all commitments to extend further credit.credit, foreclose against all the assets comprising the collateral securing or otherwise supporting the debt and pursue other legal remedies. The instruments governing our debt contain cross-default or cross-acceleration provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument. An event of default or an acceleration under one debt agreement could cause a cross-default or cross-acceleration of other debt agreements. We cannot confirm to you that ourOur assets orand cash flow wouldflows may be sufficientinsufficient to fully repay borrowings under our outstanding debt instruments if the obligations thereunder were accelerated upon an event of default. We may need to conduct asset sales or elect to pursue other alternatives, including proceedings under applicable insolvency laws relating to some or all of our business. Any or all of the above could have a material adverse effect on our business, financing activities, financial conditions and operations. For a description of our indebtedness, see Note 13. Debt in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
U.S. federal income tax reform could adversely affect us.
On December 22, 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act of 2017 (TCJA), was signed into law, significantly altering the U.S. Internal Revenue Code effective, in substantial part, January 1, 2018. The TCJA, among other things, includes:
changes to U.S. federal tax rates;
expanded limitations on the deductibility of interest;
immediate expensing of capital expenditures;
the migration from a “worldwide” system of taxation to a territorial system;
the creation of an anti-base erosion minimum tax system; and
the modification or repeal of many business deductions and credits.
Additionally, the TCJA eliminates the ability to carry back any future net operating losses and only allows for carryforwards, the utilization of which is limited to 80% of taxable income in a given carryforward year. This could affect the timing of our ability to utilize net operating losses in the future.
The aforementioned changes could, individually or in aggregate, increase our future effective tax rate and adversely impact our results of operations and cash flows from operations. Finally, prospective or retroactive regulatory and administrative guidance relating to the TCJA could adversely impact our businesses and our current and future projections of U.S. cash taxes.
Further future changes to tax laws could materially adversely affect us.
Under current law, we are expected to be treated as a non-U.S. corporation for U.S. federal income tax purposes. However, changes to the rules in Section 7874 of the Code or regulations promulgated thereunder or other guidance issued by the Treasury or the IRS could adversely affect our status as a non-U.S. corporation for U.S. federal income tax purposes, and any such changes could have prospective or retroactive application to us, Endo Health Solutions Inc. (EHSI) and/or their respective shareholders and affiliates. Consequently, there can be no assurance that there will not exist in the future a change in law that might cause us to be treated as a U.S. corporation for U.S. federal income tax purposes, including with retroactive effect.
In addition, recent Irish proposals could create a “controlled foreign corporation” tax regime and limit deductibility of certain interest and/or other payments made by our Irish subsidiaries from which we currently benefit. If such changes in law were enacted, it could have a material adverse effect on our financial statements and cash flow from operations.

In addition, Ireland’s Department of Finance, the Organization for Economic Co-operation and Development, the European Commission and other Government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations and there are several current proposals that, if enacted, would substantially change the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the jurisdictions in which we operate could change on a prospective or retroactive basis, and any such changes could increase our effective tax rate, potentially materially adversely impacting our financial statements and cash flows from operations.
The IRS may not agree with the conclusion that we should be treated as a foreignnon-U.S. corporation for U.S. federal income tax purposes following the Paladin transaction.purposes.
Although we are incorporated in Ireland, the U.S. Internal Revenue Service (IRS) may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code (the Code). A corporation is generally considered a tax resident in the jurisdiction of its organization or

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incorporation for U.S. federal income tax purposes. Because we are an Irish incorporated entity, we would generally be classified as a foreignnon-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 provides an exception pursuant to which a foreignnon-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.
Under Section 7874, we would be treated as a foreignnon-U.S. corporation for U.S. federal income tax purposes if the former shareholders of EHSI owned, immediately after the Paladin transaction (within the meaning of Section 7874), less than 80% (by both vote and value) of ourEndo shares by reason of holding shares in usEHSI (the ownership test) immediately after the Paladin transaction.. The former EHSI shareholders owned less than 80% (by both vote and value) of the shares in usEndo after the Paladin merger by reason of ourtheir ownership of shares.shares in EHSI. As a result, under current law, we are expected to be treated as a foreignnon-U.S. corporation for U.S. federal income tax purposes. There is limited guidance regarding the application of Section 7874, of the Code, including with respect to the provisions regarding the application of the ownership test. Our obligation to complete the Paladin transactions was conditional upon its receipt of a Section 7874 opinion from our counsel, Skadden, Arps, Slate, Meagher & Flom LLP (Skadden), dated as of the closing date of the Paladin transaction and subject to certain qualifications and limitations set forth therein, to the effect that Section 7874 of the Code and the regulations promulgated thereunder should not apply in such a manner so as to cause usEndo to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date. However, an opinion of tax counsel is not binding on the IRS or a court. Therefore, there can be no assurance that the IRS will not take a position contrary to Skadden’s Section 7874 opinion or that a court will not agree with the IRS in the event of litigation.
The effective rate of taxation upon our results of operations is dependent on multi-national tax considerations.
We earn a portion of our income outside the United States.U.S. That portion of our earnings is taxed at the more favorable rates applicable to the activities undertaken by our subsidiaries outside of the United States.U.S. Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits and the repatriation of earnings from our subsidiaries for which we have not provided for taxes. Cash repatriations are subject to restrictions in certain jurisdictions and may be subject to withholding and other taxes. We are subject to the examination of our tax returns and tax arrangements by the IRS and other tax and governmental authorities. For example, our transfer pricing is and has been the subject of IRStax authority audits, and may be the subject of future audits by the IRS or other tax authorities, and we may be subject to tax assessments or the reallocation of income among our subsidiaries. We regularly assess all of these matters to determine the adequacy of our tax provisions, which are subject to significant discretion. Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals. The results of audits and disputes could have a material adverse effect on our financial statements for the period or periods for which the applicable final determinations are made.
Future changes to U.S. and non-U.S. tax laws could materially adversely affect us.
Under current law, we are expected to be treated as a foreign corporation for U.S. federal income tax purposes. However, changes to the rules in Section 7874 of the Code or regulations promulgated thereunder or other guidance issued by the Treasury or the IRS could adversely affect our status as a foreign corporation for U.S. federal income tax purposes, and any such changes could have prospective or retroactive application to us, EHSI, and/or their respective shareholders and affiliates. Consequently, there can be no assurance that there will not exist in the future a change in law that might cause us to be treated as a domestic corporation for U.S. federal income tax purposes, including with retroactive effect. In addition, recent U.S. legislative proposals would expand the scope of U.S. corporate tax residence and limit deductibility of interest payments made by our U.S. subsidiaries to related non-U.S. subsidiaries. If such a change in law were enacted, it could have a material adverse effect on our financial statements.
In addition, the U.S. Congress, the Organization for Economic Co-operation and Development, and other Government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations and there are several current legislative proposals that, if enacted, would substantially change the U.S. federal income tax system as it relates to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the jurisdictions in which we operate could change on a prospective or retroactive basis, and any such changes could increase our effective tax rate, negatively affecting our results of operations and have a material adverse effect on our financial statements.
Section 7874 limits us and our U.S. affiliates’ ability to utilize the U.S. tax attributes to offset certain U.S. taxable income, if any, generated by certain specified transactions for a period of time following the Paladin transaction.
Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes such as net operating losses to offset U.S. taxable income resulting from certain transactions. Based on the guidance available, this limitation will preclude us or our U.S. affiliates from utilizing U.S. tax attributes to offset taxable income, if any, resulting from certain specified taxable transactions.

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We may not be able to successfully maintain our low tax rates or other tax positions, which could adversely affect our businesses and financial condition, results of operations and growth prospects.
We are incorporated in Ireland and also maintain subsidiaries in, amongst other jurisdictions, the United States, Canada, Mexico, India, Bermuda, the United Kingdom Luxembourg, and South Africa.Luxembourg. The IRS and other taxing authorities may continue to challenge our intercompany arrangements. Responding to or defending such a challenge could be expensive, consume time and other resources and divert management’s attention. We cannot predict whether taxing authorities will conduct an audit challenging itsour tax positions, the cost involved in responding to and defending any such audit and resulting litigation, or the outcome. If we are unsuccessful, we may be required to pay taxes for prior periods, interest, fines or penalties, and may be obligated to pay increased taxes in the future or repay certain tax refunds, any of which could require us to reduce our operating expenses, decrease efforts in support of our products or seek to raise additional funds, all of which could have a material adverse effect on our business, financial statements, results of operations and growth prospects.

Our recently acquired subsidiary wasability to use U.S. tax attributes to offset U.S. taxable income may be limited.
Existing and future tax laws and regulations may limit our ability to use U.S. tax attributes including, but not previously subjectlimited to, net operating losses, to offset U.S. taxable income. For a period of time following the compliance obligations2014 Paladin transaction, Section 7874 of the Sarbanes-Oxley ActCode precludes our U.S. affiliates from utilizing U.S. tax attributes to offset taxable income if we complete certain transactions with related non-U.S. subsidiaries. In addition, the U.S. Treasury Department has issued temporary and proposed regulations related to corporate inversions and earnings stripping. The limitations on the use of 2002,certain tax attributes and we may not be abledeductions in these regulations are in addition to timely and effectively implement controls and procedures over their operations as required under the Sarbanes-Oxley Act of 2002.
Our recently acquired subsidiary, Par, was not previously subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act of 2002. We must timely and effectively implement the internal controls necessary to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of internal controls over financial reporting and an integrated report by our independent registered public accounting firm addressing these assessments. We intend to take appropriate measures to establish or implement an internal control environment across our Par subsidiary, aimed at successfully adopting the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. However, it is possible that we may experience delays in implementing or be unable to implement the required internal financial reporting controls and procedures, which could result in enforcement actions, the assessment of penalties and civil suits, failure to meet reporting obligations and other material and adverse eventsexisting rules that could haveimpose more restrictive limitations in the event that cumulative changes in our stock ownership within a negative effect onthree-year period exceed certain thresholds. Such changes or the market price for Endo ordinary shares.adoption of additional limitations could impact our overall utilization of deferred tax assets, potentially resulting in a material adverse impact to our financial statements and cash flows from operations.
Any attempts to take us over will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel.
We are subject to Irish Takeover Rules, under which our board of directors (Board of Directors) will not be permitted to take any action which might frustrate an offer for our ordinary shares once it has received an approach which may lead to an offer or has reason to believe an offer is imminent.
If pharmaceutical companies are successful in limiting the use of generics through their legislative, regulatory and other efforts, our sales of generic products may suffer.
Many pharmaceutical companies increasingly have used state and federal legislative and regulatory means to delay generic competition. These efforts have included:
pursuing new patents for existing products which may be granted just before the expiration of earlier patents, which could extend patent protection for additional years;
using the Citizen Petition process (e.g., under 21 C.F.R. s. 10.30) to request amendments to FDA standards;
attempting to use the legislative and regulatory process to have drugs reclassified or rescheduled or to set definitions of abuse deterrent formulations to protect brand company patents and profits; and
engaging in state-by-state initiatives to enact legislation that restricts the substitution of some generic drugs.
If pharmaceutical companies or other third parties are successful in limiting the use of generic products through these or other means, our sales of generic products may decline. If we experience a material decline in generic product sales, our results of operations, financial condition and cash flows will suffer.
We have limited experience in manufacturing biologic products and may encounter difficulties in our manufacturing processes, which could materially adversely affect our results of operations or delay or disrupt manufacture of those of our products that are reliant upon our manufacturing operations.
The manufacture of biologic products requires significant expertise and capital investment. Although our subsidiary, Auxilium, leased its facilities in Horsham, Pennsylvania in order to have direct control over the manufacturing ofwe manufacture CCH, the active ingredient ofin XIAFLEX®, in our Horsham, Pennsylvania facility, we have limited experience in manufacturing XIAFLEX®CCH or any other biologic product.products. Biologics such as XIAFLEX®CCH require processing steps that are highly complex and generally more difficult than those required for most chemical pharmaceuticals. In addition, TESTOPEL®is manufactured using a unique, proprietary process. If our manufacturing processes at the Horsham or Rye, New York facility or Horsham facilityfacilities are disrupted, it may be difficult to find alternate manufacturing sites. We may encounter difficulties with the manufacture of the active ingredient of XIAFLEX®or TESTOPEL®, which could delay, disrupt or halt our manufacture of XIAFLEX®and TESTOPEL®, respectively, require write-offs which may affect our financial results, result in product recalls or product liability claims or otherwise materially affect our results of operations.
We are incorporated in Ireland, and Irish law differs from the laws in effect in the United States and may afford less protection to, or otherwise adversely affect, our shareholders.
Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As an Irish company, we are governed by the Irish Companies Act 2014 (the Companies Act). The Companies Act and other relevant aspects of Irish law differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, the provisions relating to interested director and officer transactions, acquisitions, takeovers, shareholder lawsuits and indemnification of directors. For example, under Irish law, the duties of directors and officers of a company are generally owed to the company only. As a result, shareholders of Irish companies generally do not have a personal right of action against the directors or officers of a company and may pursue a right of action on behalf of the company only in limited circumstances. In addition, depending on the circumstances, the acquisition, ownership and/or disposition of our ordinary shares may subject individuals to different or additional tax consequences under Irish law including, but not limited to, Irish stamp duty, dividend withholding tax and capital acquisitions tax.

We are an Irish company and it may be difficult to enforce judgments against us or certain of our officers and directors.
39We are incorporated in Ireland and a substantial portion of our assets are located in jurisdictions outside the U.S. In addition, some of our officers and directors reside outside the U.S., and some or all of their respective assets are or may be located in jurisdictions outside of the U.S. Therefore, it may be difficult for investors to effect service of process against us or such officers or directors or to enforce against us or them judgments of U.S. courts predicated upon civil liability provisions of the U.S. federal securities laws.
There is no treaty between Ireland and the U.S. providing for the reciprocal enforcement of foreign judgments. The following requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland:

the judgment must be for a definite sum;
the judgment must be final and conclusive; and
the judgment must be provided by a court of competent jurisdiction.
An Irish court will also exercise its right to refuse judgment if the foreign judgment was obtained by fraud, if the judgment violated Irish public policy, if the judgment is in breach of natural justice or if it is irreconcilable with an earlier judgment. Further, an Irish court may stay proceedings if concurrent proceedings are being brought elsewhere. Judgments of U.S. courts of liabilities predicated upon U.S. federal securities laws may not be enforced by Irish courts if deemed to be contrary to public policy in Ireland.
Our failure to comply with various laws protecting the confidentiality of certain patient health information could result in penalties and reputational damage.
Certain countries in which we operate have, or are developing, laws protecting the confidentiality of certain patient health information. European Union (EU) member states and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations.
For example, the EU Data Protection Directive, as implemented into national laws by the EU member states, imposes strict obligations and restrictions on the ability to collect, analyze and transfer personal data, including health data from clinical trials and adverse event reporting. Data protection authorities from different EU member states may interpret the EU Data Protection Directive and national laws differently, which adds to the complexity of processing personal data in the EU, and guidance on implementation and compliance practices are often updated or otherwise revised. The EU Data Protection Directive prohibits the transfer of personal data to countries outside of the EU member states that are not considered by the European Commission to provide an adequate level of data protection, and transfers of personal data to such countries can only be made in certain circumstances, such as where the transfer is required by law or the individual to whom the personal data relates has given his or her consent to the transfer. We have policies and practices that we believe make us compliant with applicable privacy regulations. Nevertheless, any failure to comply with the rules arising from the EU Data Protection Directive and related national laws of EU member states, as well as privacy laws in other countries in which we operate, could lead to government enforcement actions and significant sanctions or penalties against us, adversely impact our results of operations and subject us to negative publicity.
The EU Data Protection Regulation, which will replace the current EU Data Protection Directive, was adopted in 2016 and will become enforceable on May 25, 2018. The EU Data Protection Regulation will introduce new data protection requirements in the EU and substantial fines for breaches of the data protection rules may increase our responsibility and liability in relation to personal data that we process, and we may be required to put in place additional mechanisms to ensure compliance with the new EU data protection rules. Such additional responsibility and/or liabilities may materially affect our operations.

Item 1B.    Unresolved Staff Comments
None.

Item 2.        Properties
Our significant properties at December 31, 20152017 are as follows:
Location Purpose Approximate Square Footage Ownership Lease Term End Date
Corporate Properties:  
 
Dublin, Ireland Global Corporate Headquarters 10,00017,000
 Leased August 2024
Malvern, Pennsylvania U.S. Corporate Headquarters 300,000
Leased(1)Leased (1) December 2024
Chadds Ford,Chesterbrook, Pennsylvania Former CorporateAuxilium Headquarters49,000Leased(2)March 2018
Chesterbrook, PennsylvaniaAdministration 75,000
 Leased (2) December 2023
U.S. Branded Pharmaceuticals Segment Properties:  
 
Cranbury, New Jersey Manufacturing 33,000
 Leased February 20182023
Rye, New York Manufacturing 20,000
LeasedLeased/Owned (3) March 20182019
Horsham, Pennsylvania Administration/Research & Development 40,000
 Leased July 20222028
Horsham, Pennsylvania Manufacturing 50,000
 Leased February 2024July 2028
U.S. Generic Pharmaceuticals Segment Properties:  
 Cranbury, New Jersey Research & Development
Chestnut Ridge, New York 21,000LeasedFebruary 2018
Huntsville, AlabamaGeneric Pharmaceuticals Administration24,000LeasedJuly 2019
Huntsville, AlabamaGeneric Pharmaceuticals Administration/Distribution 280,000135,000
 Owned N/A
Huntsville, AlabamaChestnut Ridge, New York Distribution/Manufacturing/LaboratoriesAdministration/Manufacturing 180,00092,000
 Owned N/A
Huntsville, AlabamaDistribution/Manufacturing/Laboratories320,000OwnedN/A
Huntsville, AlabamaDistribution37,000LeasedSeptember 2016
Charlotte, North CarolinaDistribution/Manufacturing/Laboratories88,000OwnedN/A
Charlotte, North CarolinaDistribution/Manufacturing/Laboratories56,000LeasedJune 2018
Charlotte, North CarolinaDistribution50,000LeasedMay 2021
Chestnut Ridge, New York Administration/Research & Development 62,000
 Leased December 2024
Irvine, CaliforniaResearch & Development27,000LeasedAugust 2018
Irvine, CaliforniaManufacturing/Distribution41,000LeasedMarch 2021
Irvine, CaliforniaAdministration/Manufacturing/Quality Assurance41,000LeasedMarch 2021
Chestnut Ridge, New YorkAdministration/Distribution135,000OwnedN/A
Montebello, New YorkDistribution190,000LeasedJanuary 2024
Chestnut Ridge, New YorkAdministration/Manufacturing120,000OwnedN/A
Chestnut Ridge, New York Administration/Quality Assurance 40,000
 Owned N/A
Huntsville, AlabamaDistribution/Manufacturing320,000
Owned (4)N/A
Huntsville, AlabamaGeneric Pharmaceuticals Distribution280,000
Owned (4)N/A
Huntsville, AlabamaDistribution/Manufacturing180,000
Owned (4)N/A
Huntsville, AlabamaDistribution37,000
Leased (4)September 2019
Irvine, CaliforniaManufacturing/Distribution66,000
LeasedDecember 2022
Irvine, CaliforniaAdministration/Manufacturing/Quality Assurance66,000
LeasedDecember 2022
Irvine, CaliforniaResearch & Development27,000
LeasedAugust 2018
Montebello, New YorkDistribution189,000
LeasedJanuary 2024
Chennai, India Administration/Manufacturing/Research & Development 95,000
 Owned N/A
Chennai, IndiaResearch & Development24,000
LeasedMay 2021
Chennai, IndiaAdministration/Manufacturing/Research & Development130,000
OwnedN/A
Chennai, IndiaAdministration/Manufacturing/Research & Development190,000
OwnedN/A
Mumbai, IndiaResearch & Development20,000
LeasedAugust 2022
Rochester, Michigan Administration/Manufacturing/Research & Development 320,000407,000
 Owned N/A
Former Devices Segment Properties:
Westmeath, IrelandManufacturing34,000Leased (3)January 2031
Eden Prairie, MinnesotaAstora Headquarters33,000LeasedJanuary 2021
International Pharmaceuticals Segment Properties:  
 
Montreal, Canada Paladin Headquarters 26,000
 Leased December 2018
Mexico City, MexicoSomar Headquarters74,000LeasedSeptember 2019
Mexico City, MexicoSomar Manufacturing340,000OwnedN/A
Mexico City, MexicoSomar Manufacturing51,000OwnedN/A
Mexico City, MexicoSomar Manufacturing22,000OwnedN/A
Mexico City, MexicoSomar Manufacturing46,000LeasedSeptember 2019
Johannesburg, South AfricaLitha Administration/Distribution34,000LeasedSeptember 2023
__________
(1)Beginning January, 2015, approximately 60,000Approximately 90,000 square feet of this property has been subleased.
(2)In connection with the relocation of our headquarters to Malvern, Pennsylvania, we exited these properties in early 2013.This property has been subleased.
(3)Initial lease term ends January, 2021.Approximately 11,000 square feet of this property is leased and 9,000 square feet is owned.

(4)
As discussed in Note 4. Restructuring of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules", as a result of the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, the Company is currently in the process of closing its Huntsville, Alabama facilities and expects to complete such closures by the end of the third quarter of 2018.
40


Item 3.        Legal Proceedings
The disclosures under Note 14. Commitments and Contingencies of the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules" are incorporated into this Part I, Item 3.3 by reference.
Item 4.        Mine Safety Disclosures
Not applicable.

41


PART II
Item 5.        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information. Our ordinary shares are traded on the NASDAQ Global Select Market under the ticker symbol “ENDP” and on the Toronto Stock Exchange (TSX) under the symbol “ENL”.“ENDP.” The following table sets forth the quarterly high and low share price information for the periods indicated. The prices shown represent quotations between dealers, without adjustment for retail markups, markdowns or commissions, and may not represent actual transactions.
Endo Ordinary SharesEndo Ordinary Shares
NASDAQ (US$) TSX (Cdn$)NASDAQ (US$)
High Low High LowHigh Low
Year Ended December 31, 2015       
Year Ended December 31, 2017   
1st Quarter$93.03
 $70.62
 $117.45
 $84.16
$17.99
 $9.70
2nd Quarter$96.58
 $78.19
 $119.00
 $97.01
$14.15
 $10.15
3rd Quarter$88.54
 $59.81
 $114.31
 $79.53
$12.54
 $7.41
4th Quarter$72.85
 $46.66
 $87.50
 $62.00
$9.20
 $5.77
Year Ended December 31, 2014       
Year Ended December 31, 2016   
1st Quarter (1)$82.16
 $63.65
 $90.00
 $70.85
$61.14
 $25.98
2nd Quarter$75.69
 $53.62
 $81.25
 $59.50
$35.34
 $12.56
3rd Quarter$71.49
 $61.13
 $77.79
 $66.00
$24.93
 $15.45
4th Quarter$75.20
 $57.14
 $86.90
 $65.24
$21.87
 $13.83
__________
(1)1st Quarter 2014 excludes January 1, 2014 through February 28, 2014 for TSX.
Holders. As of February 19, 2016,20, 2018, we estimate that there were approximately 17177 holders of record holders of our ordinary shares.
Dividends. We have never declared or paid any cash dividends on our ordinary shares and we currently have no plans to declare a dividend. Subject to limitations imposed by Irish law and the various agreements and indentures governing our indebtedness, we are permitted to pay dividends.

42


Performance Graph. The following graph provides a comparison of the cumulative total shareholder return on the Company’s ordinary shares with that of the cumulative total shareholder return on the (i) NASDAQ Stock MarketComposite Index (U.S.) and (ii) the NASDAQ Pharmaceutical Index, commencing on December 31, 20102012 and ending December 31, 2015.2017. The graph assumes $100 invested on December 31, 20102012 in the Company’s ordinary shares and in each of the comparative indices. Our historic share price performance is not necessarily indicative of future share price performance.
December 31,December 31,
2010 2011 2012 2013 2014 20152012 2013 2014 2015 2016 2017
Endo International plc$100.00
 $96.70
 $73.45
 $188.91
 $201.96
 $171.44
$100.00
 $257.19
 $274.95
 $233.40
 $62.79
 $29.55
NASDAQ Composite Index$100.00
 $100.53
 $116.92
 $166.19
 $188.78
 $199.55
$100.00
 $141.63
 $162.09
 $173.33
 $187.19
 $242.29
NASDAQ Pharmaceutical Index$100.00
 $114.48
 $156.39
 $263.04
 $340.07
 $354.40
$100.00
 $170.57
 $221.26
 $229.97
 $182.33
 $210.44
Recent sales of unregistered securities; Use of proceeds from registered securities.
There were no unregistered sales of equity securities by the Company during the three monthsyears ended December 31, 2015.2017.

43


Purchase of Equity Securities by the issuer and affiliated purchasers
purchasers. The following table reflects purchases of Endo International plc ordinary shares by the Company during the three months ended December 31, 2015:2017:
Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (1)
October 1, 2015 to October 31, 2015 
 
 
 $2,500,000,000
November 1, 2015 to November 31, 2015 4,361,957
 $57.31
 4,361,957
 $2,250,000,000
December 1, 2015 to December 31, 2015 
 
 
 $2,250,000,000
Three months ended December 31, 2015 4,361,957
 

 4,361,957
 

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan (1)
October 1, 2017 to October 31, 2017 
 
 
 $2,250,000,000
November 1, 2017 to November 30, 2017 
 
 
 $2,250,000,000
December 1, 2017 to December 31, 2017 
 
 
 $2,250,000,000
Three months ended December 31, 2017 
 

 
  
__________
(1)On April 28, 2015, our Board of Directors resolved to approve a share buyback program (the 2015 Share Buyback Program), authorizing the Company to redeem in the aggregate up to $2.5 billion of its outstanding ordinary shares. In accordance with Irish Law and the Company’s Articles of Association, all ordinary shares redeemed shall be cancelled upon redemption. Redemptions under this program may be made from time to time in open market or negotiated transactions or otherwise, as determined by the Transactions Committee of the Board of Directors. This program does not obligate the Company to redeem any particular amount of ordinary shares. Future redemptions, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Registrant'sCompany's business, repayment of future debt, if any, the then current share price, market conditions, legal limitations and other factors. The 2015 Share Buyback Program may be suspended, modified or discontinued at any time. On November 6, 2015, the Company announced that it would enter into a program to repurchase up to $250.0 million of its ordinary shares under the 2015 Share Buyback Program. During November 2015, the Company repurchasedredeemed and cancelled 4.4 million ordinary shares totaling $250.0 million, not including related fees.


44


Item 6.        Selected Financial Data
The consolidated financial datainformation presented below havehas been derived from our financial statements. The selected historical consolidated financial data presented below should be read in conjunction with Part II, Item 7.7 of this report "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Part II, Item 8.8 of this report "Financial Statements and Supplementary Data". The selected data in this section is not intended to replace the Consolidated Financial Statements. The information presented below is not necessarily indicative of the results of our future operations. Certain prior period amounts have been reclassified to conform to the current year presentation. See Note 2. Summary3. Discontinued Operations and Assets and Liabilities Held for Sale in the Consolidated Financial Statements, included in Part IV, Item 15 of Significant Accounting Policiesthis report "Exhibits, Financial Statement Schedules" and below for further discussion on reclassifications to conform to the current presentation.
Year Ended December 31,Year Ended December 31,
2015 2014 2013 2012 20112017 2016 2015 2014 2013
(dollars in thousands, except per share data)(dollars in thousands, except per share data)
Consolidated Statement of Operations Data:                  
Total revenues$3,268,718
 $2,380,683
 $2,124,681
 $2,311,249
 $2,224,621
$3,468,858
 $4,010,274
 $3,268,718
 $2,380,683
 $2,124,681
Operating (loss) income from continuing operations(933,475) 326,482
 517,225
 177,360
 468,690
(960,065) (3,471,515) (933,475) 326,482
 517,225
(Loss) income from continuing operations before income tax(1,437,864) 99,875
 385,366
 (12,049) 310,147
(1,483,004) (3,923,856) (1,437,864) 99,875
 385,366
(Loss) income from continuing operations(300,399) 61,608
 241,624
 (50,871) 197,365
(1,232,711) (3,223,772) (300,399) 61,608
 241,624
Discontinued operations, net of tax(1,194,926) (779,792) (874,038) (637,150) 44,700
(802,722) (123,278) (1,194,926) (779,792) (874,038)
Consolidated net (loss) income(1,495,325) (718,184) (632,414) (688,021) 242,065
Less: Net (loss) income attributable to noncontrolling interests(283) 3,135
 52,925
 52,316
 54,452
Net (loss) income attributable to Endo International plc$(1,495,042) $(721,319) $(685,339) $(740,337) $187,613
Consolidated net loss(2,035,433) (3,347,050) (1,495,325) (718,184) (632,414)
Less: Net income (loss) attributable to noncontrolling interests
 16
 (283) 3,135
 52,925
Net loss attributable to Endo International plc$(2,035,433) $(3,347,066) $(1,495,042) $(721,319) $(685,339)
Basic and Diluted net (loss) income per share attributable to Endo International plc:                  
Continuing operations—basic$(1.52) $0.42
 $2.13
 $(0.44) $1.69
$(5.52) $(14.48) $(1.52) $0.42
 $2.13
Discontinued operations—basic(6.07) (5.33) (8.18) (5.96) (0.08)(3.60) (0.55) (6.07) (5.33) (8.18)
Basic$(7.59) $(4.91) $(6.05) $(6.40) $1.61
$(9.12) $(15.03) $(7.59) $(4.91) $(6.05)
Continuing operations—diluted$(1.52) $0.40
 $2.02
 $(0.44) $1.63
$(5.52) $(14.48) $(1.52) $0.40
 $2.02
Discontinued operations—diluted(6.07) (5.00) (7.74) (5.96) (0.08)(3.60) (0.55) (6.07) (5.00) (7.74)
Diluted$(7.59) $(4.60) $(5.72) $(6.40) $1.55
$(9.12) $(15.03) $(7.59) $(4.60) $(5.72)
Shares used to compute net (loss) income per share attributable to Endo International plc—Basic197,100
 146,896
 113,295
 115,719
 116,706
Shares used to compute net (loss) income per share attributable to Endo International plc—Diluted197,100
 156,730
 119,829
 115,719
 121,178
Shares used to compute net loss per share attributable to Endo International plc—Basic223,198
 222,651
 197,100
 146,896
 113,295
Shares used to compute net loss per share attributable to Endo International plc—Diluted223,198
 222,651
 197,100
 156,730
 119,829
Cash dividends declared per share$
 $
 $
 $
 $
$
 $
 $
 $
 $

45


As of and for the Year Ended December 31,As of and for the Year Ended December 31,
2015 2014 2013 2012 20112017 2016 2015 2014 2013
(dollars in thousands)(dollars in thousands)
Consolidated Balance Sheet Data:                  
Cash and cash equivalents$272,348
 $405,696
 $526,597
 $529,689
 $526,644
$986,605
 $517,250
 $272,348
 $405,696
 $526,597
Total assets19,350,336
 10,824,169
 6,510,810
 6,510,694
 7,215,763
$11,635,580
 $14,275,109
 $19,350,336
 $10,824,169
 $6,510,810
Long-term debt, less current portion, net8,251,657
 4,100,627
 3,262,798
 2,977,166
 3,344,770
$8,242,032
 $8,141,378
 $8,251,657
 $4,100,627
 $3,262,798
Other long-term obligations, including capitalized leases1,656,391
 1,149,353
 910,552
 588,803
 553,299
$687,759
 $797,397
 $1,656,391
 $1,149,353
 $910,552
Total Endo International plc shareholders’ equity5,968,030
 2,374,757
 526,018
 1,072,856
 1,977,690
$484,880
 $2,701,589
 $5,968,030
 $2,374,757
 $526,018
Noncontrolling interests(54) 33,456
 59,198
 60,350
 61,901
$
 $
 $(54) $33,456
 $59,198
Total shareholders’ equity$5,967,976
 $2,408,213
 $585,216
 $1,133,206
 $2,039,591
$484,880
 $2,701,589
 $5,967,976
 $2,408,213
 $585,216
Other Financial Data:                  
Net cash provided by operating activities$62,026
 $337,776
 $298,517
 $733,879
 $702,115
$553,985
 $528,143
 $118,501
 $372,964
 $310,534
Net cash used in investing activities$(6,244,770) $(771,853) $(883,639) $(88,467) $(2,374,092)
Net cash provided by (used in) financing activities$6,055,467
 $302,857
 $579,525
 $(645,547) $1,752,681
Net cash provided by (used in) investing activities$104,583
 $(177,552) $(6,183,764) $(1,008,616) $(113,639)
Net cash (used in) provided by financing activities$(166,993) $(397,186) $6,001,992
 $267,669
 $567,508
As further discussed in Note 2. Summary of Significant Accounting Policies of the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules", the Company has adopted certain accounting pronouncements in 2017. As a result, certain prior period amounts have been reclassified to conform to current period presentation.
The comparability of the forgoing information is impacted by various factors. The Company has recorded certain charges for asset impairments and certain litigation-related and other matters during 2015, 2014, 2013 and 2012,each year presented, portions of which are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations, andOperations. The Company has completed a number of significant acquisitions that have occurredbusiness combinations since 2011, along with the debt incurred to finance these acquisitions.2013, certain of which resulted in significant financing activities. These business combinations have had a significant impact on the Company’s financial statements in their respective years of acquisition and in subsequent years. This impact resultsThese impacts result from the consideration transferred by the Company for the acquisition,acquisitions, the initial and subsequent purchase accounting for the underlying acquisitionacquired entities’ assets and liabilities and the post-acquisition consolidation of the acquired entity’s assets, liabilities and results of operations. The Company has also ceased operations and/or divested of certain businesses.
Through the datedates of: (i) the sale of its salethe HealthTronics, Inc. (HealthTronics) business in February 2014, (ii) the sale of the Men’s Health and Prostate Health businesses in August 2015 and (iii) the wind down of the Women’s Health business (referred to herein as Astora) in March 2016, the assets and liabilities of the HealthTronics businessall of these aforementioned businesses are classified as held for sale in the Consolidated Balance Sheets for all periods presented. On August 3, 2015,presented, except in the Company sold the Men’s Healthcase of certain assets and Prostate Health businessliabilities that were to Boston Scientific. In addition, as of December 31, 2015 and continuing into 2016, the Company was actively pursuing a sale of the Astora businessremain with the Company in active negotiations with multiple potential buyers. Theafter sale including, among others, the mesh-related product liability accrual, related Qualified Settlement Funds (QSFs) and certain intangible and fixed assets. Additionally, the assets and liabilities of the entire AMSLitha Healthcare Group Limited and related Sub-Sahara African business assets (Litha), which was sold on July 3, 2017, are classified as held for sale in the Consolidated Balance Sheets for all periods presented.Sheet as of December 31, 2016. The operating results of the HealthTronics business and the entire AMS businessesAmerican Medical Systems Holdings, Inc. (AMS) business, which includes Men’s Health, Prostate Health and Astora, are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. For additional information, see Note 3. DivestituresDiscontinued Operations and Assets and Liabilities Held for Sale in the Consolidated Financial Statements, included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
The Company adopted ASU 2015-03 and 2015-15 on December 31, 2015. As of December 31, 2015, 2014, 2013, 2012 and 2011 the Company had $138.4 million, $85.4 million, $61.0 million, $57.9 million and $76.8 million of net deferred financing costs that were reclassified from Other assets to a reduction in the carrying amount of Long-term debt, less current portion, net in the Consolidated Balance Sheets.
For further information regarding the comparability of the financial data presented in the tables above and factors that may impact comparability of future results, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as the Consolidated Financial Statements and related notes included in this report and previously filed Annual Reports on Form 10-K.

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Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources and critical accounting estimates atof Endo International plc. This discussion should be read in conjunction with our audited Consolidated Financial Statements and related notes thereto. Except for the historical information contained in this Report, including the following discussion, this Report contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements”"Forward-Looking Statements" beginning on page 1i of this Report.
In prior periods, our Consolidated Financial Statements presentUnless otherwise indicated or required by the accounts of Endo Health Solutions Inc. and all of its subsidiaries (EHSI). Endo International plc was incorporated in Ireland on October 31, 2013 as a private limited company and re-registered effective February 18, 2014 as a public limited company. It was established for the purpose of facilitating the business combination between EHSI and Paladin Labs Inc. (Paladin). On February 28, 2014, it became the successor registrant of EHSI and Paladin in connection with the consummation of certain transactions further described elsewhere in our Consolidated Financial Statements included in Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules". In addition, on February 28, 2014, the shares of Endo International plc began trading on the NASDAQ under the symbol “ENDP,context, references throughout to “Endo,” the same symbol under which EHSI’s shares previously traded, as well as on the Toronto Stock Exchange under the symbol “ENL”. References throughout to “ordinary shares” refer to EHSI’s common shares, 350,000,000 authorized, par value $0.01 per share, prior to the consummation of the transactions and to Endo International plc’s ordinary shares, 1,000,000,000 authorized, par value 0.0001 per share, subsequent to the consummation of the transactions. In addition, on February 11, 2014 the Company issued 4,000,000 euro deferred shares of $0.01 each at par.
References throughout to “Endo”, the “Company”, “we”,“Company,” “we,” “our” or “us” refer to financial information and transactions of Endo Health Solutions Inc. and its consolidated subsidiaries prior to February 28, 2014 and Endo International plc and its consolidated subsidiaries thereafter.subsidiaries.
The majority of the assets and liabilities of the American Medical Systems Holdings, Inc. (AMS) business, previously known as the Devices segment,Litha, which was sold on July 3, 2017, are classified as held for sale in the Consolidated Balance Sheets. CertainSheet as of AMS’s assets and liabilities, primarily with respect to its product liability accrual for all known pending and estimated future claims related to vaginal mesh cases, the related Qualified Settlement Funds and certain intangible and fixed assets, are not classified as held for sale based on management’s current expectation that these assets and liabilities will remain with the Company.December 31, 2016. The operating results of this businessAMS are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented.
Until it was sold on February 3, 2014, the assets For additional information, see Note 3. Discontinued Operations and liabilities of the HealthTronics business, previously known as the HealthTronics segment, were classified as heldAssets and Liabilities Held for saleSale in the Consolidated Balance Sheets. The operating resultsFinancial Statements, included in Part IV, Item 15 of this business are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented.report "Exhibits, Financial Statement Schedules".
EXECUTIVE SUMMARY
Endo isThis executive summary provides highlights from the results of operations that follow:
Total revenues in 2017 decreased 14% from 2016 to $3,468.9 million as strong performance from our U.S. Generic Pharmaceuticals segment’s Sterile Injectables portfolio and our U.S. Branded Pharmaceuticals segment’s Specialty Products portfolio was more than offset by declines in our U.S. Generic Pharmaceuticals segment’s Base portfolio and our U.S. Branded Pharmaceuticals segment’s Established Products portfolio.
Gross margin percentage in 2017 increased to 35.8% from 34.3% in 2016. This increase was primarily attributable to a shift in product mix to higher margin products, the favorable margin impact from our manufacturing network restructuring initiatives, including product rationalization efforts, and decreased amortization expense.
Asset impairment charges in 2017 decreased to $1,154.4 million from $3,781.2 million in 2016.
During the year ended December 31, 2017, we recognized an Ireland-domiciled, global specialty pharmaceutical company focusedincome tax benefit of $250.3 million on branded and generic pharmaceuticals. We aim$1,483.0 million of loss from continuing operations before income tax, compared to be the premier partnera tax benefit of $700.1 million on $3,923.9 million of loss from continuing operations before income tax during 2016. This reduction was primarily attributable to healthcare professionals and payment providers, delivering an innovative suitea benefit arising from a 2016 legal entity restructuring as part of branded and generic drugs to meet patients’ needs.
We regularly evaluate and, where appropriate, execute on opportunities to expand through the acquisitionour continuing integration of products and companiesour acquired businesses that did not reoccur in areas that will serve patients and customers and that we believe will offer above average growth characteristics and attractive margins. In particular, we look to continue to enhance our product lines by acquiring or licensing rights to additional products and regularly evaluate selective acquisition and license opportunities. In addition, we remain committed to strategic R&D across each business unit with a particular focus on assets with inherently lower risk profiles and clearly defined regulatory pathways.
The following significant events and transactions occurred during 2015 and through the date of the filing of this Annual Report on Form 10-K as discussed in further detail2017. This 2016 restructuring resulted in the Strategy, Resultsrealization of Operations and Liquidity sectionsa $636.1 million tax benefit arising from an outside basis difference that was reduced by a $394.6 million charge for the establishment of Management’s Discussion and Analysis:
On January 27, 2015, certain of the Company’s subsidiaries issued $1.20 billion in aggregate principal amount of 6.00% senior notes due 2025.
On January 29, 2015, the Company acquired Auxilium Pharmaceuticals, Inc. (Auxilium), a fully integrated specialty biopharmaceutical company with a focusvaluation allowance on developing and commercializing innovative products for specific patient’s needs, for equity and cash consideration of $2.6 billion.
On January 29, 2015, in connection with the consummation of the merger, Endo and Auxilium entered into an agreement relating to Auxilium’s $350.0 million of 1.50% convertible senior notes due 2018 (the Auxilium Notes), pursuant to which Endo became a co-obligor of Auxilium’s obligations under the Auxilium Notes. From the closing of the acquisition on January 29, 2015, during the first quarter of 2015, holders of the Auxilium Notes converted substantially all of the Auxilium Notes.
In February 2015, the Company acquired substantially all of Litha Healthcare Group Limited’s (Litha’s) remaining outstanding ordinary share capital that it did not own for consideration of approximately $40 million.
In April 2015, the Company settled all of the remaining outstanding 1.75% Convertible Senior Subordinated Notes Due 2015

47


(the Convertible Notes) with a remaining aggregate principal amount of $98.7 million, paid related accrued interest and settled the remaining amount of the associated call options. In June 2015, the Company settled the remaining amount of the associated warrants.
In June 2015, the Company issued 27,627,628 ordinary shares at $83.25 per share for a total of $2,300.0 million, before fees, in order to finance a portion of the acquisitionCompany’s U.S. deferred tax assets.
Loss from continuing operations in 2017 was $1,232.7 million, compared to $3,223.8 million in 2016.
In January 2017, we announced a restructuring initiative as part of Parour ongoing organizational review intended to further integrate, streamline and optimize our operations by aligning certain corporate and R&D functions with our recently restructured U.S. Generic Pharmaceuticals Holdings, Inc. (Par).
In July 2015, the Company issued $1.64 billionand U.S. Branded Pharmaceuticals business units in aggregate principal amount of 6.00% senior notes due 2023order to create efficiencies and cost savings (the 2023 Notes)January 2017 Restructuring Initiative). The 2023 Notes were issued in a private offering for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
In July 2015, the Company’s wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., redeemed all $481.9 million aggregate principal amount outstanding of their 7.00% Senior Notes due 2019 (2019 Endo Finance Notes) and the Company’s wholly-owned subsidiary, EHSI, redeemed all $18.0 million aggregate principal amount outstanding of its 7.00% Senior Notes due 2019 (2019 EHSI Notes). The aggregate redemption price included a redemption fee of $17.5 million, or 3.5% of the aggregate principal amount of the 2019 Endo Finance Notes and the 2019 EHSI Notes, plus accrued and unpaid interest to, but not including, the redemption date.
On August 3, 2015, the Company completed the sale of the Men’s Health and Prostate Health components of its AMS business to Boston Scientific Corporation for $1.60 billion in upfront cash.
On September 25, 2015, the Company acquired Par for total consideration of $8.14 billion, including the assumption of Par debt. Par is a specialty pharmaceutical company that develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals that help improve patient quality of life. Par focuses on high-barrier-to-entry products that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges.
On September 25, 2015, the Company increased its revolving capacity to an aggregate principal amount of $1,000 million pursuant to the incremental revolving facility. In addition, the Company incurred an incremental term loan B facility in an aggregate principal amount of $2,800 million and repaid in full the amount outstanding under its then existing term loan B facility.
On October 1, 2015, the Company acquired a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeutics areas from a subsidiary of Aspen Holdings and from GlaxoSmithKline plc (GSK) for total consideration of $135.6 million (the Aspen Holdings acquisition).
On October 23, 2015 the FDA approved BELBUCA™ (buprenorphine HCl) Buccal Film for the management of severe pain. BELBUCA™ became commercially available in the U.S. during February 2016.
On November 6, 2015, the Company announced that it would enter into a program to repurchase up to $250 million of its ordinary shares under the 2015 Share Buyback Program. During November 2015, the Company repurchased 4.4 million ordinary shares.
In November 2015, the Company’s wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., redeemed all $393.0 million aggregate principal amount outstanding of their 7.00% Senior Notes due 2020 (2020 Endo Finance Notes) and the Company’s wholly-owned subsidiary, EHSI, redeemed all $7.0 million aggregate principal amount outstanding of its 7.00% Senior Notes due 2020 (2020 EHSI Notes). The aggregate redemption price included a redemption fee of $14.0 million, or 3.5% of the aggregate principal amount of the 2020 Endo Finance Notes and the 2020 EHSI Notes, plus accrued and unpaid interest to, but not including, the redemption date.
On December 11, 2015, Endo, Novartis AGIn March 2017, we announced that the Food and Sandoz entered intoDrug Administration’s (FDA) Drug Safety and Risk Management and Anesthetic and Analgesic Drug Products Advisory Committees voted that the 2015 Voltarenbenefits of reformulated OPANA® Gel AgreementER (oxymorphone hydrochloride extended release) no longer outweigh its risks. In June 2017, we became aware of the FDA’s request that we voluntarily withdraw OPANA) effectively renewing Endo’s exclusive U.S. marketing® ER from the market, and license rightsin July 2017, after careful consideration and consultation with the FDA, we decided to commercialize Voltarenvoluntarily remove OPANA® ER from the market. During the second quarter of 2017, we began to work with the FDA to coordinate an orderly withdrawal of the product from the market. By September 1, 2017, we ceased shipments of OPANA® Gel through June 30, 2023.ER to customers and we expect the New Drug Application will be withdrawn in the coming months.

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Highlights
The following table is5.875% senior secured notes due 2024 and entered into a summarynew senior secured credit agreement (the 2017 Credit Agreement) among the Company and certain of its subsidiaries, the lenders party thereto from time to time and JPMorgan Chase, Bank, N.A., as administrative agent, issuing bank and swingline lender, which provided for (i) a five-year senior secured revolving credit facility in a principal amount of $1,000.0 million (the 2017 Revolving Credit Facility) and (ii) a seven-year senior secured term loan facility in a principal amount of $3,415.0 million (the 2017 Term Loan Facility). We used the net proceeds from these instruments and cash on hand to repay all of our financial highlightsoutstanding loans under our prior credit facilities and to pay related fees and expenses. Any proceeds from the 2017 Revolving Credit Facility are expected to be used for the three years ended December 31 (in thousands, except per share):working capital, capital expenditures and general corporate purposes.

 2015 2014 2013
Total revenues$3,268,718
 $2,380,683
 $2,124,681
Total operating costs and expenses$4,202,193
 $2,054,201
 $1,607,456
(Loss) income from continuing operations before income tax$(1,437,864) $99,875
 $385,366
Income tax$(1,137,465) $38,267
 $143,742
Discontinued operations, net of tax$(1,194,926) $(779,792) $(874,038)
Net loss attributable to Endo International plc$(1,495,042) $(721,319) $(685,339)
Net loss per share attributable to Endo International plc ordinary shareholders—Basic:     
Continuing operations$(1.52) $0.42
 $2.13
Discontinued operations(6.07) (5.33) (8.18)
Basic$(7.59) $(4.91) $(6.05)
Net loss per share attributable to Endo International plc ordinary shareholders—Diluted:     
Continuing operations$(1.52) $0.40
 $2.02
Discontinued operations(6.07) (5.00) (7.74)
Diluted$(7.59) $(4.60) $(5.72)
Cash, cash equivalents and marketable securities$276,237
 $408,017
 $529,576
Business Environment
The Company conducts its business withinBeginning in the pharmaceutical industry within bothsecond quarter of 2017, we aggressively pursued a settlement strategy in connection with mesh litigation. Consequently, we increased our mesh liability accrual by $775.5 million in the branded and generic pharmaceutical markets. The pharmaceutical industrysecond quarter of 2017, which is highly competitive andexpected to cover approximately 22,000 known U.S. mesh claims, subject to comprehensive government regulations. Many factors may significantly affect the Company’s sales of its products, including, but not limited to, efficacy, safety, price and cost-effectiveness, marketing effectiveness, product labeling, quality control and quality assurance at our and our third-party manufacturing operations and research and development of new products. To compete successfullya claims validation process for business in the healthcare industry, the Company must demonstrate that its products offer medical benefitsall resolved claims, as well as cost advantages. Currently, mostall of the Company’s products competeinternational mesh liability claims of which we were aware and other mesh-related matters. Although we believe we appropriately estimated the probable total amount of loss associated with other products already on the market in the same therapeutic category, and are subject to potential competition from new productsmesh-related matters, it is reasonably possible that competitorsfurther claims may introduce in the future.
Generic drugs are the pharmaceutical and therapeutic equivalents of branded products and are generally marketed under their generic (chemical) names rather than by brand names. Typically, a generic drug may not be marketed until the expiration of applicable patent(s) on the corresponding branded product, unless a resolution of patent litigation results in an earlier opportunity to enter the market. Generic drugs are the same as branded products in dosage form, safety, efficacy, route of administration, quality, performance characteristics and intended use, but they are sold generally at prices below those of the corresponding branded products. Generic drugs provide a cost-effective alternative for consumers, while maintaining the same high quality, efficacy, safety profile, purity and stability of the branded product. An ANDA is required to be filed and approved by the FDA in orderor asserted or adjustments to manufacture a generic drug for sale in the United States. We sell generic products primarily in the United States across multiple therapeutic categories.
Weour liability accrual may be required. This could have a generics portfolio across an extensive range of dosage forms and delivery systems, including immediate and extended release oral solids (tablets, orally disintegrating tablets, capsules and powders), injectables, liquids, nasal sprays, ophthalmics (which are sterile pharmaceutical preparations administered for ocular conditions) and transdermal patches (which are medicated adhesive patches designed to deliver the drug through the skin).
We have development, manufacturing and distribution capabilities in the rapidly growing U.S. market for sterile drug products, such as injectable products, ophthalmics, and sterile vial and hormonal handling capabilities. These capabilities afford us a broader and more diversified product portfolio and a greater selection of targets for potential development. We target products with limited competition for reasons such as manufacturing complexity or the market size, which make our sterile products a key growth driver of our generics portfolio and complementary to our other generic product offerings.
Authorized generics are generic versions of branded drugs licensed by brand drug companies under a NDA and marketed as generics. Authorized generics do not face any regulatory barriers to introduction and are not prohibited from sale during the 180-day marketing exclusivity period granted to the first-to-file ANDA applicant. The sale of authorized generics adversely impacts the market share of a generic product that has been granted 180 days of marketing exclusivity. We believe we are a partner of choice to larger

49


brand companies seeking an authorized generics distributor for their branded products. We have been the authorized generic distributor for such companies as AstraZeneca, Bristol-Myers Squibb, and Merck & Co in the recent past.
The healthcare industry is subject to various limitations on coverage and reimbursement that have and will continue to have an impact on the Company’s sales. The U.S. Congress and some state legislatures have considered a number of proposals and have enacted laws that could result in major changes in the current healthcare system, either nationally or at the state level, and there is an increasing focus on the pricing of pharmaceutical products in particular. Driven in part by budget concerns, Medicaid access and reimbursement restrictions have been implemented in some states and proposed in many others. In addition, the Medicare Prescription Drug Improvement and Modernization Act provides outpatient prescription drug coverage to senior citizens in the U.S. This legislation has had a modest favorable impact on the Company as a result of an increase in the number of seniors with drug coverage. At the same time, there continues to be a potential negative impact on the U.S. pharmaceutical business that could result from continuing pricing pressures or new price controls.
The growth of Managed Care Organizations (MCOs) in the U.S. has increased competition in the healthcare industry. MCOs seek to reduce healthcare expenditures for participants by making volume purchases and entering into long-term contracts to negotiate discounts with various pharmaceutical providers. Because of the market potential created by the large pool of participants, marketing prescription drugs to MCOs has become an important part of the Company’s strategy. Companies compete for inclusion in MCO formularies and the Company generally has been successful in having its major products included. The Company believes that developments in the managed care industry, including continued consolidation, have had and will continue to have downward pressure on prices.
Changes in the behavior and spending patterns of purchasers of healthcare products and services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing healthcare insurance coverage, may impact the Company’s business.
Pharmaceutical production processes are complex, highly regulated and vary widely from product to product. In addition to the pharmaceutical manufacturing operations of the Company’s subsidiaries, the Company contracts with various third-party manufacturers and suppliers to provide it with raw materials used in its products and finished goods. These contracts include agreements with Novartis Consumer Health, Inc., Novartis AG and Sandoz, Inc. (collectively, Novartis), Teikoku Seiyaku Co., Ltd., Noramco, Inc., Grünenthal GmbH, Sharp Corporation and Jubilant HollisterStier Laboratories LLC. Shifting or adding manufacturing capacity can be a lengthy process that could require significant expenditures and regulatory approvals. If for any reason the Company is unable to continue its internal manufacturing operations or obtain sufficient quantities of any of the finished goods or raw materials or components required for its products, it could have anmaterial adverse effect on the Company’sour business, financial condition, results of operations and cash flows. Charges related to mesh liability and associated legal fees and other expenses for all periods presented are reported in Discontinued operations, net of tax in our Consolidated Statements of Operations. See Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules" for further information.
As part of previously announced initiatives, we divested both Litha, our South African business, and Somar, our Latin American business in July 2017 and October 2017, respectively.
In July 2017, we announced that we will be ceasing operations and closing our manufacturing and distribution facilities in Huntsville, Alabama (the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative).
In January 2018, the Company initiated a restructuring initiative that included a reorganization of its U.S. Generic Pharmaceuticals segment’s research and development network, a further simplification of the Company’s manufacturing networks and a company-wide unification of certain corporate functions (the January 2018 Restructuring Initiative).
CRITICAL ACCOUNTING ESTIMATES
To understand our financial statements, it is important to understand our critical accounting estimates. The preparation of our financial statementsConsolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilitiesdisclosures in our Consolidated Financial Statements, including the notes thereto, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significantelsewhere in this report. For example, we are required to make significant estimates and assumptions are required in the determination ofrelated to revenue recognition, andincluding sales deductions, for estimated chargebacks, rebates, sales incentives and allowances, certain royalties, distribution service fees, returns and allowances. Significant estimates and assumptions are also required when determining the fair value of financial instruments, the valuation of long-lived assets, goodwill, other intangibles, income taxes, contingencies and stock-based compensation.share-based compensation, among others. Some of these judgmentsestimates can be subjective and complex, and, consequently, actual results may differ from these estimates. For any given individual estimate or assumption made by us, there may also be other estimates or assumptions that are reasonable.complex. Although we believe that our estimates and assumptions are reasonable, theythere may be other reasonable estimates or assumptions that differ significantly from ours. Further, our estimates and assumptions are based upon information available at the time the estimates and assumptionsthey were made. Actual results may differ significantly from our estimates.
Accordingly, in order to understand our Consolidated Financial Statements, it is important to understand our critical accounting estimates. We consider an accounting estimate to be critical if: (1)(i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made and (2)(ii) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition, results of operations or cash flows. Our most critical accounting estimates are described below:
Revenue recognition
Pharmaceutical Products
Our net pharmaceutical product sales consistrevenue consists almost entirely of revenues from sales of our pharmaceutical products less estimates for chargebacks, rebates,to customers, whereby we ship product to a customer pursuant to a purchase order, which typically corresponds and/or makes reference to a master agreement with that customer, and invoice the customer upon shipment. For sales incentives and allowances, certain royalties, distribution service fees, returns and allowancessuch as well as fees for services. Wethese, we recognize revenue for product sales when title and risk of loss has passed to the customer, which is typically upon delivery to the customer, when estimated provisions for revenue reserves are reasonably determinable and when collectability is reasonably confirmed. The amount of revenue we recognize is equal to the selling price, adjusted for our estimates of a number of significant sales deductions, which are further described below.
Revenue from the launch of a new or significantly unique product for which we are unable to develop the requisite historical data on which to base estimates of returns and allowances due to the uniqueness of the therapeutic area or delivery

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technology as compared to other products in our portfolio and in the industry, may be deferred until such time that an estimate can be determined and all of the conditions above are met and when the product has achieved market acceptance, whichacceptance. For these products, revenue is typically recognized based on dispensed prescription data and other information obtained prior to and during the period following launch.
DecisionsWe believe that speculative buying of product, particularly in anticipation of possible price increases, has been the historical practice of certain of our customers. The timing of purchasing decisions made by wholesaler customers and large retail chain customers regarding the levels of inventory they hold (and thus the amount of product they purchase from us) can materially affect the level of our sales in any particular period and thusperiod. Accordingly, our sales may not correlate to the number of prescriptions written for our products based on external third-party data.
We believe that speculative buying of product, particularly in anticipation of possible price increases, has been the historic practice of many pharmaceutical wholesalers. In recent years, our wholesaler customers, as well as others in the industry, began modifying their business models from arrangements where they derive profits from price arbitrage, to arrangements where they charge a fee for their services. Accordingly, we have entered into distribution service agreements (DSAs) with certain of our significant wholesaler customers. These agreementscustomers that obligate the wholesalers, toin exchange for fees paid by us, to: (i) manage the variability of their purchases and inventory levels within specified limits based on product demand and (ii) provide us with specific services, including the provision of periodic retail demand information and current inventory levels for our brandedpharmaceutical products held at their warehouse locations; additionally, under these DSAs, the wholesalers have agreed to manage the variability of their purchases and inventory levels within specified limits based on product demand.locations.
We receive information from certain of our wholesaler customers about the levels of inventory they held for our branded and generic products. Based on this information, which we have not independently verified, we believe that total pharmaceutical inventory held at these wholesalers is within normal levels at December 31, 2015. We also estimate inventory levels at other wholesalers based on buying patterns and believe these levels to be within normal ranges. In addition, we evaluate market conditions for products primarily through the analysis of wholesaler and other third party sell-through and market research data, as well as internally-generated information.
Other
Product royalties received from third party collaboration partners and licensees of our products and patents are recorded as part of Total revenues. Royalties are recognized as earned in accordance with the contract terms when royalties from third parties can be reasonably estimated and collectability is reasonably confirmed. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably confirmed, royalties are recognized as revenue when the cash is received.
Milestone payments earned by the Company under out-license agreements are recorded in Total revenues. Revenue from these milestone payments is recognized as revenue ratably from the point in which the milestone is achieved over the remaining performance period. See Note 11. License and Collaboration Agreements in the Consolidated Financial Statements for specific agreement details.

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Sales deductions
When we recognize revenue from the sale of our products, we simultaneously record an adjustment to revenue for estimated chargebacks, rebates, sales incentives and allowances, certain royalties, DSA and other fees for services, returns and allowances. These provisions,sales deductions, as described in greater detail below, are estimated based on historical experience, estimated future trends, estimated customer inventory levels, current contract sales terms with our wholesaledirect and indirect customers and other competitive factors. We subsequently review our provisions for our various sales deductions based on new or revised information that becomes available to us and make revisions to our estimates if and when appropriate.
Where available, we have relied on information received from our wholesaler customers about the quantities of inventory held, including the information received pursuant to DSAs, which we have not independently verified. For other customers, we have estimated inventory held based on buying patterns. In addition, we have evaluated market conditions for products primarily through the analysis of wholesaler and other third party sell-through, as well as internally-generated information, to assess factors that could impact expected product demand at December 31, 2017. We believe that the estimated level of inventory held by our customers is within a reasonable range as compared to both: (i) historical amounts and (ii) expected demand for each respective product at December 31, 2017.
If the assumptions we useduse to calculate these adjustmentsour provisions for sales deductions do not appropriately reflect future activity, our financial position, results of operations and cash flows could be materially impacted. The following table presents the activity and ending balances, excluding Discontinued operations, and assets and liabilities held for sale, for our product sales provisions for the three years ended December 31, 2017, 2016 and 2015 (in thousands):
Returns and Allowances Rebates Chargebacks Other Sales Deductions TotalReturns and Allowances Rebates Chargebacks Other Sales Deductions Total
Balance, January 1, 2013$83,800
 $327,184
 $61,302
 $17,780
 $490,066
Current year provision71,486
 1,036,770
 775,109
 50,557
 1,933,922
Prior year provision(5,072) (11,152) 
 
 (16,224)
Payments or credits(45,515) (1,016,718) (718,397) (55,440) (1,836,070)
Balance, December 31, 2013$104,699
 $336,084
 $118,014
 $12,897
 $571,694
Additions related to acquisitions13,512
 985
 234
 653
 15,384
Current year provision104,768
 1,260,210
 1,227,102
 42,789
 2,634,869
Prior year provision(5,531) 3,000
 (320) 
 (2,851)
Payments or credits(42,508) (1,102,917) (1,127,628) (30,959) (2,304,012)
Balance, December 31, 2014$174,940
 $497,362
 $217,402
 $25,380
 $915,084
Balance, January 1, 2015$174,940
 $497,362
 $217,402
 $25,380
 $915,084
Additions related to acquisitions129,281
 184,290
 117,236
 27,970
 458,777
129,281
 184,290
 117,236
 27,970
 458,777
Current year provision146,615
 1,604,062
 2,272,896
 148,090
 4,171,663
146,615
 1,604,062
 2,272,896
 148,090
 4,171,663
Prior year provision4,070
 (12,604) (7,011) 
 (15,545)4,070
 (12,604) (7,011) 
 (15,545)
Payments or credits(97,974) (1,449,953) (2,221,307) (154,638) (3,923,872)(97,974) (1,449,953) (2,221,307) (154,638) (3,923,872)
Balance, December 31, 2015$356,932
 $823,157
 $379,216
 $46,802
 $1,606,107
$356,932
 $823,157
 $379,216
 $46,802
 $1,606,107
Current year provision122,414
 1,562,340
 3,125,109
 332,721
 5,142,584
Prior year provision(7,199) (18,705) 4,707
 311
 (20,886)
Payments or credits(139,396) (1,878,602) (3,162,423) (312,829) (5,493,250)
Balance, December 31, 2016$332,751
 $488,190
 $346,609
 $67,005
 $1,234,555
Current year provision108,544
 1,315,012
 2,659,421
 242,343
 4,325,320
Prior year provision(2,028) (21,442) 1,224
 (269) (22,515)
Payments or credits(147,100) (1,427,073) (2,750,546) (268,731) (4,593,450)
Decreases due to business dispositions(1,133) 
 
 
 (1,133)
Balance, December 31, 2017$291,034
 $354,687
 $256,708
 $40,348
 $942,777
Returns and Allowances
Our provision for returns and allowances consists of our estimates of future product returns, pricing adjustments and delivery errors. Consistent with industry practice, we maintain a return policy that allows our customers to return product within a specified period of time both priorsubsequent to and, subsequentin certain cases, prior to the product’s expiration date. Our return policy generally allows customers to receive credit for expired products within six months prior to expiration and within one year after expiration. Our provision for returns and allowances consists of our estimates for future product returns, pricing adjustments and delivery errors. The primary factors we consider in estimating our potential product returns include:
the shelf life or expiration date of each product;
historical levels of expired product returns;
external data with respect to inventory levels in the wholesale distribution channel;
external data with respect to prescription demand for our products; and
the estimated returns liability to be processed by year of sale based on analysis of lot information related to actual historical returns.

In determining our estimates for returns and allowances, we are required to make certain assumptions regarding the timing of the introduction of new products and the potential of these products to capture market share. In addition, we make certain assumptions with respect to the extent and pattern of decline associated with generic competition. To make these assessments, we utilize market data for similar products as analogs for our estimations. We use our best judgment to formulate these assumptions based on past experience and information available to us at the time. We continually reassess and make the appropriate changes to our estimates and assumptions as new information becomes available to us.
Our estimate for returns and allowances may be impacted by a number of factors, but the principal factor relates to the level of inventory in the distribution channel. When we are aware of an increase in the level of inventory of our products in the distribution channel, we consider the reasons for the increase to determine ifwhether we believe the increase may beis temporary or other-than-temporary. Increases in inventory levels assessed as temporary will not result in an adjustment to our provision for returns and allowances. Other-than-temporary increases in inventory levels, however, may be an indication that future product returns could be higher than originally anticipated and, accordingly, we may need to adjust our estimate for returns and allowances. Some of the factors that may be an indication that an increase in inventory levels will be temporary include:
recently implemented or announced price increases for our products; and
new product launches or expanded indications for our existing products.

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Conversely,the factors that may be an indication that an increase in inventory levels will be other-than-temporary include:
declining sales trends based on prescription demand;
recent regulatory approvals to extendshorten the shelf life of our products, which could result in a period of higher returns related to older product withstill in the shorter shelf life;distribution channel;
introduction of new product or generic competition;
increasing price competition from generic competitors; and
recent changes to the National Drug Codes (NDCs) of our products, which could result in a period of higher returns related to product with the old NDC, as our customers generally permit only one NDC per product for identification and tracking within their inventory systems.
Rebates
Our provision for rebates, sales incentives and other allowances can generally be categorized into the following four types:
direct rebates;
indirect rebates;
governmental rebates, including those for Medicaid, Medicare and TRICARE, among others; and
managed-care rebates.
We establish contracts with wholesalers, chain stores and indirect customers that provide for rebates, sales incentives, DSA fees and other allowances. Some customers receive rebates upon attaining established sales volumes. We estimate rebates, sales incentives and other allowances based upon the terms of the contracts with our customers, historical experience, estimated inventory levels of our customers and estimated future trends. Our rebate programs can generally be categorized into the following four types:
direct rebates;
indirect rebates;
managed care rebates; and
Medicaid and Medicare Part D rebates.
Direct rebates are generally rebates paid to direct purchasing customers based on a percentage applied to a direct customer’s purchases from us, including DSA fees paid to wholesalers under our DSA’s,DSAs, as described above. Indirect rebates are rebates paid to indirect customers which have purchased our products from a wholesaler under a contract with us.
We are subject to rebates on sales made under governmental and managed-care pricing programs. In estimating our provisions for these types of rebates, we considerprograms based on relevant statutes with respect to governmental pricing programs and contractual sales terms with respect to managed-care providers and group purchasing organizations. Starting in 2011, as a result of the implementation of certain provisions of the Healthcare Reform Law,For example, we are required to provide a 50% discount on our brand-name drugs to patients who fall within the Medicare Part D coverage gap, also referred to as the donut hole. We estimate an accrual for Managed Care, Medicaid, Medicare Part D and Coverage Gap rebates as a reduction of revenue at the time product sales are recorded. These rebate reserves are estimated based upon the historical utilization levels, historical payment experience, historical relationship to revenues, estimated future trends, and include an estimate of outstanding claims for end-customer sales that occurred but for which the related claim has not been billed and an estimate for future claims that will be made when inventory in the distribution channel is sold through to plan participants. Changes in the level of utilization of our products through private or public benefit plans and group purchasing organizations will affect the amount of rebates that we owe.
We participate in state government-managed Medicaid programs, as well as certain other qualifyingvarious federal and state governmentgovernment-managed programs whereby discounts and rebates are provided to participating government entities. For example, Medicaid rebates are amounts owed based upon contractual agreements or legal requirements with public sector (Medicaid) benefit providers after the final dispensing of the product by a pharmacy to a benefit plan participant. Medicaid reserves are based on expected payments, which are driven by patient usage, contract performance as well asand field inventory that will be subject to a Medicaid rebate. Medicaid rebates are typically billed up to 180 days after the product is shipped, but can be as much as 270 days after the quarter in which the product is dispensed to the Medicaid participant. In addition to the estimates mentioned above, our calculation also requires other estimates, such as estimates of sales mix, to determine which sales are subject to rebates and the amount of such rebates. Periodically, we adjust the Medicaid rebate provision based on actual claims paid. Due to the delay in billing, adjustments to actual claims paid may incorporate revisions of this provision for several periods. Because Medicaid pricing programs involve particularly difficult interpretations of complex statutes and regulatory guidance, which are complex and thus our estimates could differ from actual experience.
We continually update these factors based on new contractual or statutory requirements
In determining our estimates for rebates, we consider the terms of our contracts, relevant statutes, historical relationships of rebates to revenues, past payment experience, estimated inventory levels of our customers and significant changesestimated future trends. Our provisions for rebates include estimates for both unbilled claims for end-customer sales that have already occurred and future claims that will be made when inventory in sales trends that may impact the percentagedistribution channel is sold through to end-customer plan participants. Changes in the level of utilization of our products subject to rebates.

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Chargebacks
The provision for chargebacks is one of the most significant and the most complex estimates used in the recognition of our revenue. We market and sell products directly to both: (i) direct customers including wholesalers, distributors, warehousing pharmacy chains and other direct purchasing groups. We also market products indirectly togroups and (ii) indirect customers including independent pharmacies, non-warehousing chains, managed caremanaged-care organizations, and group purchasing organizations collectively referred to as indirect customers.and government entities. We enter into agreements with somecertain of our indirect customers to establish contract pricing for certain products. These indirect customers then independently select a wholesaler from which to purchase the products at these contracted prices. Alternatively, we may pre-authorize wholesalers to offer specified contract pricing to other indirect customers, including government entities.customers. Under either arrangement, we provide credit to the wholesaler for any difference between the contracted price with the indirect customer and the wholesaler’s invoice price. Such credit is called a chargeback.
Our provision for chargebacks consists of our estimates for the credits described above. The primary factors we consider in developing and evaluating our provision for chargebacks include:
the average historical chargeback credits;
estimated future sales trends; and
an estimate of the inventory held by our wholesalers, based on internal analysis of a wholesaler’s historical purchases and contract sales.
Other sales deductions
We offer certain of our customers prompt pay cash discounts. Provisions for prompt pay discounts are estimated and recorded at the time of sale. We estimate provisions for cash discounts based on contractual sales terms with customers, an analysis of unpaid invoices and historical payment experience. Estimated cash discounts have historically been predictable and less subjective due to the limited number of assumptions involved, the consistency of historical experience and the fact that we generally settle these amounts within 30 to 60 days.
Shelf-stock adjustments are credits issued to our customers to reflect decreases in the selling prices of our products. These credits are customary in the industry and are intended to reduce a customer’s inventory cost to better reflect current market prices. The determination to grant a shelf-stock credit to a customer following a price decrease is at our discretion rather than contractually required. The primary factors we consider when deciding whether to record a reserve for a shelf-stock adjustment include:
the estimated number of competing products being launched as well as the expected launch date, which we determine based on market intelligence;
the estimated decline in the market price of our product, which we determine based on historical experience and customer input; and
the estimated levels of inventory held by our customers at the time of the anticipated decrease in market price, which we determine based upon historical experience and customer input.
Valuation of long-lived assets
Long-livedAs of December 31, 2017, our combined long-lived assets balance, including property, plant and equipment licenses, developed technology, trade names and patentsfinite-lived intangible assets, is approximately $4.5 billion.
Long-lived assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amountamounts of the assetassets may not be recoverable. Recoverability of assetsan asset that will continue to be used in our operations is measured by comparing the carrying amount of the asset to the forecasted undiscounted future cash flows related to the asset. In the event the carrying valueamount of the asset exceeds its undiscounted future cash flows and the carrying valueamount is not considered recoverable, impairment exists.may exist. An impairment loss, if any, is measured as the excess of the asset’s carrying valueamount over its fair value, generally based on a discounted future cash flow method, independent appraisals or preliminary offers from prospective buyers. An impairment loss would be recognized in the Consolidated Statements of Operations in the period that the impairment occurs. As a result of the significance of our amortizable intangibles,long-lived assets, any recognized impairment loss could have a material adverse impact on our financial position and results of operations.

Our reviews of long-lived assets during the three years ended December 31, 2017 resulted in certain impairment charges. The majority of these charges related to finite-lived intangible assets, which are described in Note 10. Goodwill and Other Intangibles in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". These impairment charges were generally based on fair value estimates determined using either discounted cash flow models or preliminary offers from prospective buyers. The discounted cash flow models include assumptions related to product revenue, growth rates and operating margin. These assumptions are based on management’s annual and ongoing budgeting, forecasting and planning processes and represent our best estimate of future product cash flows. These estimates are subject to the economic environment in which our segments operate, demand for our products and competitor actions. The use of different assumptions would have increased or decreased our estimated discounted future cash flows and the resulting estimated fair values of these assets, causing increases and/or decreases in the resulting asset impairment charges. The discount rates applied to these estimated cash flows ranged from 9.0% to 9.5% with respect to the long-lived assets impaired in 2017.
Events giving rise to impairment are an inherent risk in the pharmaceutical industry and cannot be predicted. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a product line in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in our use of the assets.
Our reviewslong-lived intangible assets, which consist of long-lived assets duringlicense rights and developed technology, are initially recorded at fair value upon acquisition. To the three years ended December 31, 2015 resulted in certain asset impairment charges, whichextent they are described below under the caption “RESULTS OF OPERATIONS”.
License Rights - The cost of licensesdeemed to have finite lives, they are either expensed immediately or, if capitalized, are stated at cost, less accumulated amortization and arethen amortized using the straight-line method over their estimated useful lives ranging from 3 to 15 years, with a weighted average useful lifeusing either the straight-line method or, in the case of approximately 10 years. We determine amortization periods for licenses based on our assessment of various factors impacting estimated useful lives and cash flows ofcertain developed technology assets, the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental and regulatory issues, and contractual terms. Significant changes to anyeconomic benefit model. The values of these factors may result in a reduction in the useful life of the license and an acceleration of related amortization expense, which could cause our operating income and net income to decrease. The value of these licenses isvarious assets are subject to continuing scientific, medical and marketplace uncertainty.
Trade Names - Acquired trade names are recorded at fair value upon acquisition and, if deemed Factors giving rise to have definiteour initial estimate of useful lives are amortized using the straight-line method over their estimated useful lives of approximately 12 years. We determine amortization

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periods for trade names based on our assessment of various factors impacting estimated useful lives and cash flows from the acquired assets. Such factors include the strength of the trade name and our plans regarding the future use of the trade name. Significant changessubject to any of these factors may result in a reduction in the useful life of the asset and an acceleration of related amortization expense, which could cause our operating income and net income to decrease.
Developed Technology - Acquired developed technology is recorded at fair value upon acquisition and is amortized using the economic benefit model or the straight-line method, over the estimated useful life ranging from 3 to 20 years for our intangibles relating to continuing operations, with a weighted average useful life of approximately 12 years. We determine amortization periods and method of amortization for developed technology based on our assessment of various factors impacting estimated useful lives and timing and extent of estimated cash flows of the acquired assets. Such factors include the strength of the intellectual property protection of the product and various other competitive and regulatory issues, and contractual terms.change. Significant changes to any of these factors may result in a reduction in the useful life of the asset and an acceleration of related amortization expense, which could cause our operating income, net income and net income per share to decrease. Amortization expense is not recorded on assets held for sale. The valueEach category of theselong-lived intangible assets is subjectdescribed further below.
License Rights. Our license rights have useful lives ranging from 3 to continuing scientific, medical15 years, with a weighted average useful life of approximately 12 years. We determine amortization periods for licenses based on our assessment of various factors including the expected launch date of the product, the strength of the intellectual property protection of the product, contractual terms and marketplace uncertainty.various other competitive, developmental and regulatory issues.
Developed Technology. Our developed technology assets have useful lives ranging from 1 to 20 years, with a weighted average useful life of approximately 11 years. We determine amortization periods and method of amortization for developed technology assets based on our assessment of various factors impacting estimated useful lives and timing and extent of estimated cash flows of the acquired assets including the strength of the intellectual property protection of the product, contractual terms and various other competitive and regulatory issues.
Goodwill and indefinite-lived intangible assets
As of December 31, 2015 and 2014, excluding amounts classified as Assets held for sale in2017, our Consolidated Balance Sheets,combined goodwill and other intangibles comprisedindefinite-lived intangible assets balance is approximately 78% and 48%, respectively, of our total assets.$4.8 billion.
Endo testsWe test goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequentlybut also perform tests whenever events or changes in circumstances indicate that the asset might be impaired. Our annual assessment is performed as of October 1st. The
As further described in Note 2. Summary of Significant Accounting Policies of the Consolidated Financial Statements of Part IV, Item 15 of this report “Exhibits, Financial Statement Schedules”, effective January 1, 2017, we early adopted Accounting Standards Update (ASU) No. 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment” (ASU 2017-04). Subsequent to adoption, we perform our goodwill test consists of a Step I analysis that requires a comparison betweenimpairment tests by comparing the respective reporting unit’s fair value and carrying amount. A Step II analysis would be required ifamount of each of our reporting units. Any goodwill impairment charge we recognize for a reporting unit is equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value.
Similarly, we perform our indefinite-lived intangible asset impairment tests by comparing the fair value of the reporting unit is lower than its carrying amount. If the fair value of the reporting unit exceeds its carrying amount, an impairment does not exist and no further analysis is required. The indefinite-lived intangible asset impairment test consists of a one-step analysis that compares the fair value of theeach intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of the October 1, 2015 annual goodwill impairment test, the Company had five operating segments and reporting units; (1) Branded, (2) Generics, (3) Paladin Canada, (4) Litha and (5) Somar. During the fourth quarter of 2015, the Company combined certain resources within the Branded business and management realigned how they review the segment’s performance. As a result, we determined that our Pain and UEO reporting units should be combined into one Branded reporting unit for purposes of testing goodwill as of October 1, 2015. In addition to testing the Pain and UEO reporting units separately for goodwill impairment as of October 1, 2015, the Company also tested the combined Branded reporting unit for impairment.
We estimated theThe fair valuevalues of our reporting units throughand of identified indefinite-lived intangible assets are determined using an income approach usingthat utilizes a discounted cash flow model, or, where appropriate, a market approach, or a combination thereof. OurThe discounted cash flow models are highly reliant on various assumptions, includingdependent upon our estimates of future cash flows (includingand other factors. Our estimates of future cash flows involve assumptions concerning (i) future operating performance, including future sales, long-term growth rates), discount rate, and expectations aboutrates, operating margins, variations in the amount and timing of cash flows and the probability of achieving the estimated cash flows and (ii) future economic conditions, all which may differ from actual future cash flows.

Assumptions related to future operating performance are based on management’s annual and ongoing budgeting, forecasting and planning processes and represent our best estimate of the future results of operations across the Company as of a point in time. These estimates are subject to many assumptions, such as the economic environment in which our segments operate, demand for our products and competitor actions. Estimated future cash flows are discounted to present value using a market participant, weighted average cost of capital. The financial and credit market volatility directly impacts certain inputs and assumptions used to develop the weighted average cost of capital such as the risk-free interest rate, industry beta, debt interest rate and our market capital structure. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. Where an income approach was utilized, the discount rates applied to the estimated cash flows for our October 1, 2015 annual goodwill and indefinite-lived intangible assets impairment test ranged from 9.0% to 16.0%, depending on the overall risk associated with the particular assets and other market factors. We believe the discount rates and otherThe use of different inputs and assumptions are consistent with those that a market participant would use.could increase or decrease our estimated discounted future cash flows, the resulting estimated fair values and the amounts of our related impairments, if any.
In order to assess the reasonableness of the calculated fair values of our reporting units, we also compare the sum of the reporting units’ fair values to Endo’s market capitalization and calculate an implied control premium (the excess sum of the reporting unit’sunits’ fair values over the market capitalization) or an implied control discount (the excess sum of total invested capital over the sum of the reporting unit’sunits’ fair values). The Company evaluates the implied control premium or discount by comparing it to control premiums or discounts of recent comparable market transactions, as applicable. If the control premium or discount is not reasonable in light of comparable recent transactions, or recent movements in the Company’s share price, we reevaluate the fair value estimates of the reporting units by adjusting discount rates and/or other assumptions. This re-evaluation could correlate to different implied fair values for certain or all of the Company’s reporting units.
During 2015On January 1, 2017, the Company recorded certain pre-tax, non-cashhad five reporting units: (1) Branded, (2) Generics, (3) Paladin, (4) Litha, which was eliminated effective July 3, 2017 upon the sale of Litha, and (5) Somar, which was eliminated effective October 25, 2017 upon the sale of Somar. As further discussed below, Endo performed interim goodwill tests for various reporting units during 2017. The critical accounting estimates used in connection with these tests are discussed below and a description of goodwill impairment charges relating to our former UEO and Paladin Canada reporting units. For a complete description of these impairment charges, refer tois included in Note 10. Goodwill and Other Intangibles.Intangibles in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
During the first six months of 2017, we initiated various interim goodwill tests for our Branded, Generics, Paladin and Somar reporting units. These tests resulted in goodwill impairment charges of $180.4 million, $82.6 million and $25.7 million for the Branded, Paladin and Somar reporting units, respectively, for the six months ended June 30, 2017. The excessinterim test for the Generics reporting unit did not result in an impairment charge. The fair values of the Branded, Generics and Paladin reporting units were determined using an income approach with discount rates ranging from 9.0% to 10.0%. The fair value overof the Somar reporting unit was determined using a market approach. For the Branded reporting unit interim test, a 50 basis point increase in the assumed discount rate utilized would have increased our goodwill impairment charge by approximately $100 million. For the Generics reporting unit interim test, a 50 basis point increase in the assumed discount rate utilized would not have changed the results of our analysis. For the Paladin reporting unit interim test, a 50 basis point increase in the assumed discount rate utilized would have increased our goodwill impairment charge by approximately $20 million. The Somar goodwill impairment charge represented the remaining carrying amount (Step I cushion) for our reporting units, other than those impaired as discussed above,of goodwill.
Subsequent to these interim tests, Endo performed its annual goodwill and indefinite-lived intangible assets impairment test as of October 1, 2015 ranged2017. For the purpose of the 2017 annual test, the Company had four reporting units: (1) Branded, (2) Generics, (3) Paladin and (4) Somar, which was eliminated effective October 25, 2017 upon the sale of Somar. We did not record any goodwill impairment charges as a result of the annual tests. The fair values of our Branded, Generics and Paladin reporting units and associated indefinite-lived intangible assets were determined using an income approach with discount rates ranging from approximately 19%9.5% to 93%12.5%, depending on the overall risk associated with the particular assets and other market factors. The fair values of carrying amount.the Somar reporting unit and associated other intangible assets were determined using a market approach. We believe the discount rates and other inputs and assumptions are consistent with those that a market participant would use. An increase of 50 basis points to our assumed discount rates used in testing any of these reporting units would not have changed the results of our Step I analyses.
Our annual reviewAdditionally, in connection with the first quarter 2018 changes to our operating segments discussed above, we realigned our previous U.S. Generic Pharmaceuticals segment into two segments: (i) a new U.S. Branded - Sterile Injectables segment and (ii) a new U.S. Generic Pharmaceuticals segment. Each of these new segments will represent a separate reporting unit for goodwill testing purposes. Under U.S. GAAP, we are required to test the goodwill of the impacted reporting units both immediately before and indefinite-lived intangible assets duringafter the three years ended December 31, 2015 resultedsegment realignment. This analysis, which we expect to complete in certain assetconnection with our first quarter 2018 financial reporting close, is expected to result in an impairment charges, which are described below under the caption “RESULTS OF OPERATIONS”.

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Acquisition-related in-process research and development
Acquired businesses are accounted for using the acquisition method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. Any excessgoodwill of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Amounts allocated to acquired in-process research and development (IPR&D) are recorded to the balance sheet at the date of acquisition based on their relative fair values. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations.
There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, including IPR&D, we typically use the income method. This method starts with our forecast of all of the expected future net cash flows. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include:new U.S. Generic Pharmaceuticals reporting unit, the amount and timing of projected future cash flows; the amount and timing of projected costs to develop the IPR&D into commercially viable products; the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory, or economic barriers to entry, as well as expected changes in standards of practice for indications addressed by the asset.which could be material.
Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives. Acquired IPR&D is designated as an indefinite-lived intangible asset until the associated research and development activities are completed or abandoned.
Income taxes
Our income tax expense, deferred tax assets and liabilities, income tax payable and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the United StatesU.S. and numerous other foreign jurisdictions.jurisdictions in which we operate. Significant judgments and estimates are required in determining the consolidated income tax expense or benefit for financial statement purposes. Deferred income taxes arise from temporary differences, which result in future taxable or deductible amounts, between the tax basis of assets and liabilities and theirthe corresponding amounts reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.our Consolidated Financial Statements. In assessing the realizability ofability to realize deferred tax assets, we consider, when appropriate, future taxable income by tax jurisdiction and tax planning strategies. WeWhere appropriate, we record a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future earnings within a specific jurisdiction’s pretax operating income adjusted for material changes including in business operations. The assumptions about future taxable income require significant judgment and, while these assumptions rely heavily on estimates, such estimates are consistent with the plans and estimates we are using to manage the underlying businesses.
ChangesFuture changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities, including further administrative or regulatory guidance related to the TCJA. As further discussed in Note 19. Income Taxes in the future. Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules", our estimate of the impact of the TCJA has been recorded on a provisional basis based on currently available information and interpretations of the TCJA. Any adjustments to this estimate will be recorded as an income tax expense or benefit in the period the adjustment is determined.
The calculation of our tax liabilities often involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Accounting Standards Codification (ASC) Topic 740, Income Taxes, states that aA benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained on the basis of the technical merits upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.processes. We first record unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment, potentially including interest and penalties, that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information isbecomes available. We classify interest and penalties arising from uncertain tax positions as a component of tax expense.
We considermake an evaluation at the earningsend of each reporting period as to whether or not some or all of the majorityundistributed earnings of our subsidiaries to beare indefinitely invested within their countryreinvested. While we may have concluded in the past that some of incorporation onsuch undistributed earnings are indefinitely reinvested, facts and circumstances may change in the basisfuture. Changes in facts and circumstances may include a change in the estimated capital needs of estimatesour subsidiaries, or a change in our corporate liquidity requirements. Such changes could result in our management determining that future cash generation will be sufficient to meet future cash needs and our specific plans for reinvestmentsome or all of those subsidiary earnings. Should we decide to repatriatesuch undistributed earnings are no longer indefinitely reinvested. In that event, we would needbe required to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely investedreinvested outside the relevant tax jurisdiction.
Contingencies
The Company is subject to various patent challenges, product liability claims, government investigations and other legal proceedings in the ordinary course of business. Material legal proceedings are discussed in Note 14. Commitments and Contingencies in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". Contingent accruals and legal settlements are recorded in the Consolidated Statements of Operations as Litigation-related and other contingencies, net (or Discontinued operations, net in the case of vaginal mesh matters) when the Company determines that a loss is both probable and reasonably estimable. Legal fees and other expenses related to litigation are expensed as incurred and included in Selling, general and administrative expenses.expenses in the Consolidated Statements of Operations (or Discontinued operations, net in the case of vaginal mesh matters).
Due to the fact that legal proceedings and other contingencies are inherently unpredictable, our estimates of the probability and amount of any such liabilities involve significant judgment regarding future events. The factors we consider in developing our contingent accrualsliabilities for product litigation and other contingent liability itemslegal proceedings include the merits and jurisdiction of the litigation,proceeding, the nature and the number of other similar current and past litigation cases,proceedings, the nature of the product and the current assessment of the science subject to the litigation,proceeding, if applicable, and the likelihood of the conditions of settlement being met. In addition, we accrue for certain product liability claims incurred, but not filed, to the extent we can formulate a reasonable estimate of the number of such claims and their estimated costs. We estimate these expenses based primarily on our historical claims experience and data regarding product usage. As of December 31, 2015, the Company has accrued $2.09 billion for all known probable and estimable future claims related to vaginal mesh cases. Our accrual is primarily based on Master Settlement Agreements

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(MSAs) between AMS and certain plaintiffs’ counsel representing mesh-related product liability claimants. AMS has agreed to settle up to approximately 49,000 filed and unfiled mesh claims handled or controlled by the participating counsel.
As previously disclosed, our estimated liability had historically included a reduction factor applied to the maximum number of potentially eligible claims resulting in a liability that was lower than the maximum payouts under the previously executed MSAs. This reduction factor was based on our estimate of likely duplicative claims and claims that would not ultimately obtain recovery under our MSAs or otherwise. During the second quarter of 2015, we adjusted the reduction factor from 21% to 18% based on the available claims processing information available to us at that time. Due to the actual number of claims processed and the lack of any meaningful reduction factor observed to date, we removed this assumption in its entirety from our estimated liability as of December 31, 2015. Eliminating the reduction factor assumption resulted in a $401 million increase to our estimated liability and a corresponding pre-tax charge recorded in Discontinued operations, net of tax.
All MSAs are subject to a process that includes guidelines and procedures for administering the settlements and the release of funds. All MSAs have participation thresholds requiring participation by the majority of claims represented by each law firm. If certain participation thresholds are not met, then AMS will have the right to terminate the settlement with that law firm. We expect that valid claims under the MSAs will continue to be settled. However, we and our subsidiaries intend to vigorously contest pending and future claims that are invalid or in excess of the maximum claim amounts under the MSAs. We are also aware of a substantial number of additional claims or potential claims, some of which may be invalid or contested, for which we lack sufficient information to determine whether any potential liability is probable, and such claims have not been included in our estimated product liability accrual. We and our subsidiaries intend to contest these claims vigorously.
As of the date of this report, we believe that the current product liability accrual includes all known claims for which liability is probable and estimable. In order to evaluate whether a mesh claim is probable of a loss, the company must obtain and evaluatewe may rely on certain information pertaining to each individual claim, including but not limited toabout the following items; the name and social security number of the plaintiff, evidence of an AMS implant, the date of implant, the date the claim was first asserted to AMS, the date that plaintiff’s counsel was retained, and most importantly, medical records establishing the injury alleged.claim. Without access to at least thisand review of such information, and the opportunity to evaluate it, the Company iswe may not be in a position to determine whether a loss is probableprobable. Further, the timing and extent to which we obtain any such information, and our evaluation thereof, is often impacted by items outside of our control including, without limitation, the normal cadence of the litigation process and the provision of claim information to us by plaintiff’s counsel. The amount of our liabilities for suchlegal proceedings may change as we receive additional information and/or become aware of additional asserted or unasserted claims. ItAdditionally, there is currently not possiblea possibility that we will suffer adverse decisions or verdicts of substantial amounts or that we will enter into additional monetary settlements, either of which could be in excess of amounts previously accrued for. Any changes to determine the validity or outcome of any additional or potential claims and such claims may result in additional losses thatour liabilities for legal proceedings could have a material adverse effect on our business, financial condition, results of operations and cash flow. We will continue to monitor the situation, including with respect to any additional claimsflows.
As of December 31, 2017, our reserve for loss contingencies totaled $1,298.2 million, of which we may later become aware, and, if appropriate, make further adjustments$1,087.2 million relates to the product liability accrual based on new information.
During the fourth quarter of 2015, we recorded an $834.0 million pre-tax charge to increase the estimated productour liability accrual for vaginal mesh cases. cases and other mesh-related matters. Although we believe there is a reasonable possibility that a loss in excess of the amount recognized exists, we are unable to estimate the possible loss or range of loss in excess of the amount recognized at this time.
RESULTS OF OPERATIONS
Consolidated Results Review
The increasefollowing table displays our revenue, gross margin, gross margin percentage and other pre-tax expense or income for the years ended December 31, 2017, 2016 and 2015 (dollars in thousands):
       % Change
 2017 2016 2015 2017 vs. 2016
2016 vs. 2015
Total revenues$3,468,858
 $4,010,274
 $3,268,718
 (14)% 23 %
Cost of revenues2,228,530
 2,634,973
 2,075,651
 (15)% 27 %
Gross margin$1,240,328
 $1,375,301
 $1,193,067
 (10)% 15 %
Gross margin percentage35.8% 34.3% 36.5%    
Selling, general and administrative629,874
 770,728
 741,304
 (18)% 4 %
Research and development172,067
 183,372
 102,197
 (6)% 79 %
Litigation-related and other contingencies, net185,990
 23,950
 37,082
 NM
 (35)%
Asset impairment charges1,154,376
 3,781,165
 1,140,709
 (69)% NM
Acquisition-related and integration items58,086
 87,601
 105,250
 (34)% (17)%
Interest expense, net488,228
 452,679
 373,214
 8 % 21 %
Loss on extinguishment of debt51,734
 
 67,484
 NM
 (100)%
Other (income) expense, net(17,023) (338) 63,691
 NM
 NM
Loss from continuing operations before income tax$(1,483,004) $(3,923,856) $(1,437,864) (62)% NM
__________
NM indicates that the percentage change is not meaningful or is greater than 100%.
Total Revenues. In 2017, total revenues decreased primarily due to declines in our estimated liability reflectsU.S. Generic Pharmaceuticals segment’s Base portfolio, driven by overall market trends and product rationalization, and our U.S. Branded Pharmaceuticals segment’s Established Products portfolio, driven by the impact of removinggeneric competition, the reduction factor assumption described above,divestiture of STENDRA® in the executionthird quarter of additional MSAs in 2016 and actions taken with respect to OPANA® ER, which are further described below. Additionally, sales in our International Pharmaceuticals segment were negatively impacted by our July 3, 2017 divestiture of Litha and October 25, 2017 divestiture of Somar. These declines were partially offset by continued strong performance from our U.S. Generic Pharmaceuticals segment’s Sterile Injectables portfolio, including VASOSTRICT® and ADRENALIN®, and our U.S. Branded Pharmaceuticals segment’s Specialty Products portfolio, which includes XIAFLEX®.
In March 2017, we announced that the Food and Drug Administration’s (FDA) Drug Safety and Risk Management and Anesthetic and Analgesic Drug Products Advisory Committees voted that the benefits of reformulated OPANA® ER (oxymorphone hydrochloride extended release) no longer outweigh its risks. In June 2017, we became aware of the FDA’s request that we voluntarily withdraw OPANA® ER from the market, and in July 2017, after careful consideration and consultation with the FDA, we decided to voluntarily remove OPANA® ER from the market. During the second quarter of 2017, we began to work with the FDA to coordinate an increaseorderly withdrawal of the product from the market. By September 1, 2017, we ceased shipments of OPANA® ER to customers and we expect the New Drug Application will be withdrawn in the numbercoming months. These actions had an adverse effect on the revenues and results of claims probableoperations of our U.S. Branded Pharmaceuticals segment in 2017.

In 2016, total revenues increased primarily due to a loss as determined by our ongoing assessmentfull year of outstanding claims.
Contingent accruals are recorded in the Consolidated Statements of Operations when the Company determines that a lossrevenues related to a litigation matter is both probableour September 2015 acquisition of Par. This increase was partially offset by decreased revenues for certain products in our U.S. Branded Pharmaceuticals segment, driven mainly by decreased VOLTAREN® Gel, LIDODERM®, OPANA® ER and reasonably estimable. DueFROVA® revenues related to generic competition. In addition, we experienced decreased revenues in our legacy U.S. Generic Pharmaceuticals business, which resulted from competitive pressure on commoditized generic products.
Our revenues are further described below under the heading “Business Segment Results Review”.
Cost of revenues and gross margin percentage. During the years ended December 31, 2017, 2016 and 2015, we incurred certain charges that impact the comparability of total Cost of revenues, including those related to acquisitions, separation benefits and restructurings initiatives, among others. The following table summarizes such amounts (in thousands):
 2017 2016 2015
Amortization of intangible assets$773,766
 $876,451
 $561,302
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans390
 $124,349
 $249,464
Separation benefits and other cost reduction initiatives (1)175,809
 $53,133
 $41,210
__________
(1)Amounts primarily relate to certain employee separation costs, accelerated depreciation charges, product discontinuation charges, charges to increase excess inventory reserves related to restructurings and other cost reduction and restructuring charges. See Note 4. Restructuring of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules" for discussion of our material restructuring initiatives.
In 2017, Cost of revenues decreased primarily due to the fact that legal proceedingspreviously described decrease in total revenues, decreases to inventory step-up expense based on the timing of prior acquisitions and other contingencies are inherently unpredictable, our assessments involve significant judgments regarding future events.
While the Company is retaining the liability for all known pending and estimated future claimsdecreases to amortization expense. These savings were partially offset by increased restructuring charges included in Cost of revenues related to vaginal mesh cases related to products sold prior to the sale date, the Company is pursuing the sale2017 U.S. Generic Pharmaceuticals Restructuring Initiative as described more fully in Note 4. Restructuring of the underlying vaginal mesh products to a third party and thus the litigation expense and legal defense costs specifically attributable to the vaginal mesh cases has been included in Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented.
See Note 14. Commitments and Contingencies in the Consolidated Financial Statements included in Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules" for further discussion.
Gross margin percentage increased in 2017 primarily due to the gross margin effects of ourthe Cost of revenues decreases described above, together with the favorable margin impact of product liability cases.

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RESULTS OF OPERATIONS
The Company reported net loss attributable to Endo International plc in 2015rationalization efforts. These increases were partially offset by the margin effects of $1,495.0 million or $7.59 per diluted sharecontinued competitive pressure on total revenues of $3,268.7 million compared with net loss attributable to Endo International plc of $721.3 million or $4.60 per diluted share on total revenues of $2,380.7 million in 2014 and net loss attributable to Endo International plc of $685.3 million or $5.72 per diluted share on total revenues of $2,124.7 million in 2013.
Consolidated Results Review
Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Revenues. Revenues in 2015 increased 37% to $3,268.7 million from 2014. This revenue increase was primarily attributable to growththe commoditized generic products in our U.S. Generic Pharmaceuticals segment andsegment’s Base portfolio.
In 2016, Cost of revenues related increased primarily due to our February 2014 acquisitiona full year of Paladin, July 2014 acquisition of Grupo Farmacéutico Somar, Sociedad Anónima Promotora de Inversión de Capital Variable (Somar), January 2015 acquisition of Auxilium andcosts associated with our September 2015 acquisition of Par. The increases werePar, which resulted in increased Cost of revenues related to sales and increased intangible asset amortization, partially offset by decreased revenues from our U.S. Branded Pharmaceuticals segment, driven mainly by decreased Lidoderm® and OPANA® ER revenuesdecreases in charges related to generic competition. A discussioninventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans based on the timing of revenues by reportable segment is included below under the caption “Business Segment Results Review.”
Gross margin, costs and expenses. The following table sets forth costs and expenses for the years ended December 31 (dollars in thousands):
 2015 2014
 $ % of Revenue $ % of Revenue
Cost of revenues$2,075,651
 64 $1,231,497
 52
Selling, general and administrative741,304
 23 567,986
 24
Research and development102,197
 3 112,708
 5
Litigation-related and other contingencies, net37,082
 1 42,084
 2
Asset impairment charges1,140,709
 35 22,542
 1
Acquisition-related and integration items105,250
 3 77,384
 3
Total costs and expenses*$4,202,193
 129 $2,054,201
 86
__________
*Percentages may not add due to rounding.
Cost of revenues and gross margin.Cost of revenues in 2015 increased 69% to $2,075.7 million from 2014. This increase was primarily attributable to increased costs related to our acquisitions of Paladin, Sumavel, Somar, DAVA, AuxiliumPar and Par. Auxilium.
Gross marginsmargin percentage decreased in 2015 decreased2016 primarily due to 36% from 48% in 2014. These decreases were primarily attributablethe gross margin effects of the Cost of revenues increases described above and changes to growth inthe mix of revenue toward lower margin generic pharmaceutical product sales increased intangible asset amortization of $342.6 million, increased inventory step-up amortization as a result of recent acquisitions of $166.9 million and a decline incompared to the higher margin branded pharmaceutical product sales due to generic competition on certain products.sales.
Selling, general and administrative expenses. In 2017, Selling, general and administrative expenses in 2015 increased 31% to $741.3 million from 2014. The increase wasdecreased primarily as a result of the acquisitions of Paladin, Sumavel, Somar, DAVA, Auxiliumcost reductions that were implemented during 2016 and Par, including a charge duringin the first quarterhalf of 2017, including the impact of those related to various restructuring initiatives. Additionally, there was a decrease in restructuring charges included in Selling, general and administrative expense in 2017.
In 2016, Selling, general and administrative expenses increased primarily due to a full year of employee, facility and other selling, general and administrative expenses related to our September 2015 acquisition of Par. In addition, we incurred charges related to restructuring initiatives during 2016, including the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative and the 2016 U.S. Branded Pharmaceuticals Restructuring Initiative, as described more fully in Note 4. Restructuring of the Consolidated Financial Statements included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". These increases were partially offset by a $37.6 million charge recorded upon our January 2015 acquisition of Auxilium related to the acceleration of Auxilium employee equity awards at closing of $37.6 million andas well as 2015 restructuring charges related to the Auxilium and Par acquisitions. These increases were partially offset by a $54.3 million chargePar.
Our material restructuring initiatives are described more fully in 2014 for the reimbursement of directors’ and certain employee’s excise tax liabilities pursuant to Section 4985Note 4. Restructuring of the Internal Revenue Code, which were approved by the Company’s shareholders on February 26, 2014. These liabilities resulted from the shareholder gain from the merger between Endo and Paladin.Consolidated Financial Statements included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".

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Research and development expenses. Research and development (R&D) expenses in 2015 decreased 9% to $102.2 million from 2014. The following table presents the composition of our total R&D expense for the years ended December 31, 2017, 2016 and 2015 (in thousands):
Research and Development Expense (in thousands)2017 2016 2015
2015 2014
U.S. Generic Pharmaceuticals portfolio$127,415
 $128,330
 $58,418
U.S. Branded Pharmaceuticals portfolio$25,828
 $64,764
39,764
 49,062
 25,828
U.S. Generic Pharmaceuticals portfolio58,418
 32,060
International Pharmaceuticals portfolio9,624
 6,238
4,257
 3,348
 9,624
Enterprise-wide R&D costs8,327
 9,646
631
 2,632
 8,327
Total R&D expense$102,197
 $112,708
$172,067
 $183,372
 $102,197
The decrease in U.S. Branded Pharmaceuticals expenses in 2015 was primarily attributable to $30.0 million in milestone charges incurred during 2014 related to the achievement of certain BELBUCA™ clinical milestones and decreases in other branded pharmaceutical product expenses. We undertook initiatives in 2014 to optimize commercial spend and refocus our research and development efforts on progressing late-stage pipeline and maximizing value of marketed products. On June 2, 2014, we completed the sale of our branded pharmaceutical drug discovery platform to Asana BioSciences, LLC, an independent member of the Amneal Alliance of Companies. The sale included multiple early-stage drug discovery and development candidates in a variety of therapeutic areas, including oncology, pain and inflammation, among others. In addition, on November 4, 2014 we sold most of the assets and intellectual property of our second generation implantable drug technology to Braeburn Pharmaceuticals, excluding the existing implant platform used for our two marketed histrelin-containing products, Vantas® and Supprelin®.
As part of the Auxilium acquisition, the Company acquired Auxilium’s licensed right to cover certain XIAFLEX® indications. As a result, the Company has incurred related early-stage and middle-stage development expenses for these XIAFLEX® indications.
The Company’s primary U.S. Generic PharmaceuticalsOur R&D efforts are focused on the development of a balanced, diversified portfolio of innovative and clinically differentiated products. The acquisition of Auxilium added multiple, strategically-aligned programs to our branded pharmaceutical R&D pipeline with the addition of collagenase clostridium histolyticum (CCH). Through our U.S. Generics business, we seek out and develop high-barrier-to-entry generic products, including first-to-file or first-to-market opportunities. We periodically review our generic products pipeline in order to better direct investment toward those opportunities that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. We believe products with these characteristicswe expect will face a lesser degree of competition and therefore provide longer product life cycles and higher profitability than commodity generic products. deliver the greatest returns.
In 2015 and 2014, the Company’s direct2017, R&D expense decreased due to a reduction in costs associated with post-marketing studies related to generics totaled $58.4 millioncertain products in our U.S. Branded Pharmaceuticals segment and $32.1 million, respectively. The increaseour Phase 2b cellulite trial, the results of which were announced in expense isNovember 2016, cost savings resulting from the January 2017 Restructuring Initiative and lower development costs and filing fees related to new product launches in our U.S. Generic Pharmaceuticals segment. Partially offsetting the decrease were preliminary costs incurred in 2017 associated with the Phase 3 cellulite trials that began in early 2018. In 2018, we expect to continue to incur R&D costs related to the cellulite treatment development program. As a result of the January 2018 Restructuring Initiative and other cost reduction initiatives, we expect our U.S. Generic Pharmaceuticals R&D costs to begin to decline significantly in 2018. This expected decline primarily reflects decreases in costs associated with offshoring certain of our R&D activities to India and the prioritization of assets within our portfolio. However, there can be no assurance that we will achieve these results. Our material restructuring initiatives are described more fully in Note 4. Restructuring of the Consolidated Financial Statements included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
In 2016, R&D expense increased primarily due to a full year of costs associated with our September 2015 acquisition of Par acquisition andas well as additional investments in expanding our research and development and manufacturing capabilities. The increase in U.S. Branded Pharmaceuticals expenses in 2016 was primarily attributable to costs incurred related to the Phase 2 cellulite trial.
Litigation-related and other contingencies, net. Charges for Litigation-related and other contingencies, net in 2015 totaled $37.1 million, compared to $42.1 million in 2014. These amounts mainly relate to fluctuations in charges associated with certain litigation matters. The Company’sOur legal proceedings and other contingent matters are described in more detail in Note 14. Commitments and Contingencies of the Consolidated Financial Statements of Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
Asset impairment charges. The following table presents the components of our total Asset impairment charges in 2015 totaled $1,140.7 million, compared to $22.5 million in 2014. This increase primarily relates to 2015 pre-tax, non-cash impairment charges of $673.5 million and $85.8 million, for the UEOyears ended December 31, 2017, 2016 and Paladin Canada reporting units, respectively, representing the difference between the estimated implied fair value of the UEO and Paladin Canada reporting units’ goodwill and their respective net book value. Goodwill in our UEO reporting unit, prior to the impairments, was approximately $915 million with approximately $815 million stemming from the Paladin and Auxilium acquisitions. We assigned the goodwill arising from the Paladin acquisition to multiple reporting units across each2015 (in thousands):
 2017 2016 2015
Goodwill impairment charges$288,745
 $2,676,350
 $759,280
Other intangible asset impairment charges799,955
 1,088,903
 370,610
Property, plant and equipment impairment charges65,676
 15,912
 10,819
Total asset impairment charges$1,154,376
 $3,781,165
 $1,140,709
A discussion of our reportable segments. This assignment was based onimpairment testing methodology and the relative incremental benefit expectedcritical accounting estimates made in connection with our various impairment tests is included above under the caption “CRITICAL ACCOUNTING ESTIMATES.” The factors leading to be realized by each impacted reporting unit. The level of goodwill created by the Paladin and Auxilium acquisitions was impacted by the increase in our share price from the acquisition announcement date to the date the acquisition closed. During the year, the Company’s revised expectations of certain TRT products and other elements of the UEO business due to current and expected market conditions coupled with the new investment opportunities resulting from the FDA approval of BELBUCA™ and other strategic priorities resulted in a shift in investment strategy.  As a result of these factors, there was a decline in the fair value of the UEO reporting unit. Goodwill in our Paladin Canada reporting unit, prior to the impairments, was approximately $520 million. In addition to the goodwillmaterial asset impairment charges, during 2015 the Company also recorded pre-tax, non-cash impairment charges of $370.6 million on certain intangible assets primarily from our U.S. Branded Pharmaceuticals and U.S. Generic Pharmaceuticals segments.
The amounts incurred during 2014 related primarily to a charge of $12.3 million to fully impair a license intangible asset related to OPANA® ERtests, as well as charges of $4.3 million to completely write off certain miscellaneous property, plant and equipment. These impairment charges were recorded because the Company determined the carrying amountsresults of these assets were no longer recoverable.tests, are further described in Note 9. Property, Plant and Equipment and Note 10. Goodwill and Other Intangibles of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
Acquisition-related and integration itemsitems.. In 2017, Acquisition-related and integration items in 2015 totaled $105.3 million in expense, compared, excluding amounts related to $77.4 million in expense in 2014. During 2015, the Company recorded $65.6 million of income, net, resulting from the change in the fair value of certain contingent consideration. The change in contingent consideration, is duedecreased 87% to certain$8.1 million. In 2016, amounts decreased 63% to $63.8 million. The decreases in both periods related primarily to the timing of acquisition and integration costs directly associated with our January 2015 acquisition of Auxilium and our September 2015 acquisition of Par.
Net adjustments related to acquisition-related contingent consideration, which resulted from changes in market conditions

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impacting the commercial potential of the underlying products. This income was partially offset by an increaseproducts, were a charge of $49.9 million in overall2017, a charge of $23.8 million in 2016 and a benefit of $65.6 million in 2015. See Note 7. Fair Value Measurements in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules" for further discussion of our acquisition-related and integration costs associated with our acquisition of Auxilium, which closed during the first quarter of 2015, and acquisition of Par, which closed during the third quarter of 2015.contingent consideration.

Interest expense, net. The components of Interest expense, net for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):
2015 20142017 2016 2015
Interest expense$378,901
 $231,163
$494,694
 $456,396
 $378,901
Interest income(5,687) (4,049)(6,466) (3,717) (5,687)
Interest expense, net$373,214
 $227,114
$488,228
 $452,679
 $373,214
InterestIn 2017, the increase in interest expense in 2015 totaled $378.9 million compared to $231.2 million in 2014. This increase was primarily attributabledue to increased interest rates following the refinancing that occurred on April 27, 2017, which is further described in Note 13. Debt in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
In 2016, the increase in interest expense was primarily due to an increase in our average total outstanding indebtedness to $6.6during the year. At December 31, 2016, 2015 and 2014, our principal amounts of total debt were $8.4 billion, in 2015 from$8.7 billion and $4.3 billion, in 2014.respectively. Period-over-period average total outstanding indebtedness increased primarily due to the financing of the Par acquisition.
Loss on extinguishment of debt. Loss on extinguishment of debt totaled $67.5 millionduring the year ended December 31, 2017 related to certain previously unamortized debt issuance costs that were charged to expense in connection with the April 2017 refinancing. There were no comparable charges in 2016. In 2015, comparedcharges primarily related to $31.8 million in 2014. These amounts relate tothe early redemption of certain of our various debt-related transactions in 2015 and 2014. See Note 13. Debt of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".former senior notes.
Other (income) expense, (income), net. The components of Other (income) expense, (income), net for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):
 2015 2014
Net gain on sale of certain early-stage drug discovery and development assets$
 $(5,200)
Foreign currency gain, net(23,058) (10,054)
Equity loss (earnings) from unconsolidated subsidiaries, net3,217
 (8,325)
Other than temporary impairment of equity investment18,869
 
Legal settlement(12,500) 
Costs associated with unused financing commitments78,352
 
Other miscellaneous(1,189) (8,745)
Other expense (income), net$63,691
 $(32,324)
 2017 2016 2015
Foreign currency (gain) loss, net$(2,801) $2,991
 $(23,058)
Equity loss (earnings) from investments accounted for under the equity method, net898
 (1,190) 3,217
Other-than-temporary impairment of equity investment
 
 18,869
Legal settlement
 
 (12,500)
Costs associated with unused financing commitments
 
 78,352
Other miscellaneous, net(15,120) (2,139) (1,189)
Other (income) expense, net$(17,023) $(338) $63,691
Fluctuations inForeign currency (gain) loss, net results from the remeasurement of the Company’s foreign currency rates are primarily driven by our increased global presence subsequent todenominated assets and liabilities. In 2017, other miscellaneous, net includes a $10.1 million gain resulting from the acquisitionssale of PaladinLitha, as further described in Note 3. Discontinued Operations and Somar as well as foreign currency rate movements. InAssets and Liabilities Held for Sale in the Consolidated Financial Statements, included in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". During 2015, the Company recognized an other than temporaryother-than-temporary impairment of ourits Litha joint venture investment, totaling $18.9 million, reflecting the excess carrying valueamount of this investment over its estimated fair value. In addition, the Company incurred $78.4 million during 2015 related to unused commitment fees primarily associated with financing for the Par acquisition.
Income tax (benefit) expense.benefit In 2015, we recognized an income tax benefit of $1,137.5 million on $1,437.9 million of loss. The following table displays our Loss from continuing operations before income tax, compared to $38.3 million ofIncome tax expense on $99.9 million of income from continuing operations before income tax in 2014. Thebenefit and effective income tax rate was 79.1%for the years ended December 31, 2017, 2016 and 2015 (dollars in benefit on the current period loss from continuing operations before income tax in 2015, compared to an effective income tax rate of 38.3% in expense on income from continuing operations before income tax in 2014. thousands):
 2017 2016 2015
Loss from continuing operations before income tax$(1,483,004) $(3,923,856) $(1,437,864)
Income tax benefit$(250,293) $(700,084) $(1,137,465)
Effective tax rate16.9% 17.8% 79.1%
Our tax rate is affected by recurring items, such as tax rates in Non-U.S.non-U.S. jurisdictions as compared to the Notionalnotional U.S. federal statutory tax rate, and the relative amount of income earnedor loss in those various jurisdictions. It is also impacted by discretecertain items that may occur in any given year, but are not consistent from year to year and may not be indicative of our on-going operations.year. The following items had the most significant impact on the difference between the notional U.S. statutory federal income tax rate and our effective tax rate:
20152017:
$674.21,648.8 million of tax expense or a 111.2% rate charge from recording net valuation allowances relating to the Company’s operations.
$1,350.8 million of net tax benefit or a 91.1% rate benefit associated with our geographical mix of earnings. As of December 31, 2017, no provision has been made for Irish taxes, as the majority of our undistributed earnings were considered to be permanently reinvested outside of Ireland.

$56.1 million of net tax benefit or 3.8% rate benefit associated with the divestiture of certain International Pharmaceuticals segment businesses.
$60.8 million of tax expense or a 4.1% rate charge resulting from the non-deductible portion of impaired goodwill.
2016:
$926.9 million tax expense or a 23.6% rate charge resulting from the non-deductible portion of impaired goodwill.
$762.6 million tax expense or a 19.4% rate charge from recording net valuation allowances relating to the Company’s operations.
$636.1 million net tax benefit or a 46.9%16.2% rate benefit associated with the recognition of outside basis differences in certain subsidiaries.
$301.7 million net tax benefit or a worthless stock deduction.7.7% rate benefit associated with our geographical mix of earnings. As of December 31, 2016, no provision has been made for Irish taxes, as the majority of our undistributed earnings were considered to be permanently reinvested outside of Ireland.
2015:
$786.1 million net tax benefit or a 54.7% rate benefit associated with the recognition of outside basis differences in certain subsidiaries.
$359.5 million net tax benefit or a 25.0% rate benefit associated with our geographical mix of earnings Noearnings. As of December 31, 2015, no provision has been made for Irish taxes, as the majority of our undistributed foreign earnings are intendedwere considered to be permanently reinvested outside of Ireland.
$278.3 million tax expense or 19.4% rate charge resulting from the non-deductible portion of the impaired goodwill.
$111.9 millionAlthough the TCJA will reduce the notional U.S. federal statutory tax rate, because the Company has valuation allowances established against its U.S. deferred tax assets, as of December 31, 2017, we do not expect a significant reduction in our future tax expense. Moreover, we have valuation allowances established against our deferred tax assets in most other jurisdictions in which we operate, with the exception of Canada and India. Accordingly, it would be unlikely for future pre-tax losses to create a tax benefit or a 7.8% rate benefit associated with the recognition of an outside basis difference.
2014
$52.5 million net tax benefit or a 52.3% rate benefit associated with our geographical mix of earnings No provision has been made for Irish taxes, as the majority of our undistributed foreign earnings are intendedthat would be more likely than not to be permanently reinvested outside of Ireland.
$16.3 million tax expense or a 16.4% rate charge associated with the Health Care Reform Act.

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$15.4 million tax expense or a 15.4% rate charge associated with the excise tax incurred in connection with our business combination with Paladin.
$10.1 million tax expense or a 10.1% rate charge associated with U.S. state income taxes net of the U.S. federal tax benefit.
$5.9 million tax expense or a 5.9% rate charge associated with the non-deductible portion of our acquisition costs. These cost are related to our business combination with Paladin and our acquisition of Somar.
$5.5 million tax expense or a 5.4% rate charge associated with the loss of our domestic manufacturing deduction benefit pursuant to our 2014 U.S. net operating loss carryback claim.realized.
For additional information on our income taxes, see Note 19. Income Taxes of the Consolidated Financial Statements of Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".
Discontinued operations, net of tax. As a result of ourthe decision to sell our AMS business which comprises the entirety ofand wind down our former Devices segment, as well as our February 2014 sale of our HealthTronicsAstora business, the operating results of these businesses are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. The results of our discontinued operations, totaled $1,194.9 million of loss, net of tax, in 2015 compared to $779.8were losses of $802.7 million, of loss, net of tax, in 2014.
The fluctuation in Discontinued operations in 2015 compared to 2014 was mainly related to a decrease in income tax benefit of $282.7 million, an increase in impairment charges of $230.7$123.3 million and a decrease in income from operations due to the sale of the Men’s Health and Prostate Health components. The decrease in income tax expense benefit relates to the tax impact of the underlying differences between book and tax basis of the underlying assets sold as part of the transaction. These fluctuations were partially offset by a decrease in expense associated with mesh-related product liability claimants of $165.6$1,194.9 million, and a gain on the sale of the Men’s Health and Prostate Health components of approximately $13.6 million in 2015.
For additional information on discontinued operations, see Note 3. Divestitures of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
Net (loss) income attributable to noncontrolling interests. The Company historically owned majority controlling interests in certain entities through HealthTronics and its subsidiaries and Paladin and its subsidiaries, including Litha. In February 2015, the Company acquired substantially all of Litha’s remaining outstanding ordinary share capital that it did not own for consideration of approximately $40 million. Additionally, prior to the sale of our HealthTronics business in February 2014, HealthTronics, Inc. owned interests in various partnerships and limited liability corporations (LLCs) where HealthTronics, Inc., as the general partner or managing member, exercised effective control. In accordance with the accounting consolidation principles, we consolidated various entities which neither we nor our subsidiaries owned 100%. Net (loss) income attributable to noncontrolling interests relates to the portion of the net income of these entities not attributable, directly or indirectly, to our ownership interests. The Company recognized $0.3 million of loss in 2015 compared to $3.1 million of income in2014 as a result of the HealthTronics and Paladin transactions mentioned above.
2016 Outlook
We estimate that our 2016 total revenues will be between $4.32 billion and $4.52 billion. This estimate is based on our expectation of growth for company revenues from our core products and the full year impact of our 2015 acquisitions, including our acquisition of Par, which closed on September 25, 2015. We consistently apply our lean operating model principles to streamline general and administrative expenses, optimize commercial spend and focus research and development efforts onto lower-risk projects and higher-return investments to Endo’s current business and in the identification of value-creation from strategic acquisitions. The Company also intends to seek growth both internally and through acquisitions in order to support its objective of transforming Endo into a leading global specialty pharmaceuticals company. There can be no assurance that the Company will achieve these results.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenues. Revenues in 2014 increased 12% to $2,380.7 million from 2013. This revenue increase was primarily attributable to growth in our U.S. Generic Pharmaceuticals segment and revenues related to our February 2014 acquisition of Paladin and July 2014 acquisition of Somar. The increases were partially offset by decreased revenues from our U.S. Branded Pharmaceuticals segment, driven mainly by decreased Lidoderm® revenues related to generic competition. A discussion of revenues by reportable segment is included below under the caption “Business Segment Results Review.”

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Gross margin, costs and expenses. The following table sets forth costs and expenses forduring the years ended December 31, (dollars in thousands):2017, 2016 and 2015, respectively.
 2014 2013
 $ % of Revenue $ % of Revenue
Cost of revenues$1,231,497
 52 $886,603
 42
Selling, general and administrative567,986
 24 574,313
 27
Research and development112,708
 5 97,465
 5
Litigation-related and other contingencies, net42,084
 2 9,450
 
Asset impairment charges22,542
 1 32,011
 2
Acquisition-related and integration items77,384
 3 7,614
 
Total costs and expenses*$2,054,201
 86 $1,607,456
 76
__________
*Percentages may not add due to rounding.
CostIn 2017, the primary driver of revenues and gross margin. Costthe change was the after-tax impact of revenues in 2014 increased 39% to $1,231.5a $775.5 million from 2013. This increase was primarily attributable to increased net sales, primarily in the generic pharmaceutical business. Gross margins in 2014 decreased to 48% from 58% in 2013. These decreases were primarily attributable to growth in lower margin generic pharmaceutical product sales, increased intangible amortization and inventory step-up amortization as a result of recent acquisitions and a decline in higher margin branded pharmaceutical product sales due to generic competition on certain products.
Selling, general and administrative expenses. Selling, general and administrative expenses in 2014 decreased 1% to $568.0 million from 2013. The decrease in 2014 was primarily attributable to cost savings resulting from ongoing cost reduction initiatives and a decrease in severance expensesecond quarter 2017 charge related to the June 2013 restructuring initiative, partially offset by $54.3 million in expense for the reimbursement of directors’ and certain employee’s excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code, which were approved by the Company’s shareholders on February 26, 2014. These liabilities resulted from the shareholder gain from the merger between Endo and Paladin. In addition, Selling, general and administrative expenses increased as a result of the acquisitions of Paladin, Boca, Sumavel, Somar and DAVA.
Research and development expenses. Research and development (R&D) expenses in 2014 increased 16% to $112.7 million from 2013. The following table presents the composition of our total R&D expense for the years ended December 31:
 Research and Development Expense (in thousands)
 2014 2013
U.S. Branded Pharmaceuticals portfolio$64,764
 $41,461
U.S. Generic Pharmaceuticals portfolio32,060
 15,530
International Pharmaceuticals portfolio6,238
 
Enterprise-wide R&D costs9,646
 40,474
Total R&D expense$112,708
 $97,465
The increase in 2014 was primarily driven by $10.0 million of milestone charges incurred during each of the first, second and fourth quarters of 2014 related to the achievement of certain BEMA® Buprenorphine HCl Buccal film clinical and regulatory milestones and an increase in expenses related to generic pharmaceutical products, partially offset by decreases to other branded pharmaceutical product expenses as we focused our efforts on a limited number of key products in development.
As part of the Company’s broader strategic, operational and organizational steps announced in June 2013, U.S. Branded Pharmaceuticals R&D efforts were refocused on progressing late-stage pipeline and maximizing value of marketed products. As a result, the Company’s branded pharmaceutical drug discovery platform was sold to Asana Biosciences on June 2, 2014. In addition, on November 4, 2014 we sold most of the assets and intellectual property of our second generation implantable drug technology to Braeburn Pharmaceuticals, excluding the existing implant platform used for our two marketed histrelin-containing products, Vantas® and Supprelin®.
In 2014 and 2013, the Company’s direct R&D expense related to generics totaled $32.1 million and $15.5 million, respectively. The increase in expense was a result of the growth in the Company’s investment in generic pharmaceuticals R&D.
Litigation-related and other contingencies, net. Charges for Litigation-related and other contingencies, net in 2014 totaled $42.1 million, compared to $9.5 million in 2013. These amounts mainly relate to legal proceedings and other contingent matters, which aremesh litigation that is further described in more detail in Note 14. Commitments and Contingencies of the Consolidated Financial Statements of Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".

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Asset impairment charges. There were $22.5 This compares to $20.1 million of Assetlitigation-related charges recorded during 2016. Also contributing to the period-over-period change was a decrease in revenue resulting from the wind-down of our Astora business following discontinuation of business operations on March 31, 2016. Partially offsetting these changes was an overall decrease in spending as well as a decrease in asset impairment charges of $21.3 million.
In 2016, the decrease in 2014 comparedthe loss was mainly due to $32.0decreases in both litigation-related charges of $1,087.6 million and asset impairment charges of $209.4 million, partially offset by a 2016 decrease in 2013. income from operations resulting from the sale of the Men’s Health and Prostate Health components in the third quarter of 2015, a $13.6 million gain on the sale recorded during the third quarter of 2015 that did not reoccur in 2016 and an income tax benefit of $157.4 million recognized in 2015 that did not reoccur in 2016 as a result of our recording of a full valuation allowance in 2016 on certain of our U.S. net deferred tax assets.
2018 Outlook. We estimate that our 2018 total revenues will be between $2.6 billion and $2.8 billion. This estimate reflects an anticipated decline in our future U.S. Generic Pharmaceuticals segment, which will exclude sterile injectable products, driven by the expiration of the marketing exclusivity periods for both ezetimibe tablets and quetiapine ER tablets in the second quarter of 2017, the impact of product rationalization actions resulting from the 2016 and 2017 U.S. Generic Pharmaceuticals segment restructuring initiatives and continued competitive pressure on commoditized generic products; a decline in our future U.S. Branded - Specialty & Established Pharmaceuticals segment resulting from the continued decline in the Established Products portfolio partly driven by the ceasing of shipments of OPANA® ER by September 1, 2017, partially offset by growth in the Specialty Products portfolio primarily driven by XIAFLEX®; a decline in the International Pharmaceuticals segment primarily due to the divestitures of Litha and Somar; partially offset by growth in the future U.S. Branded - Sterile Injectables segment. The amounts incurred during 2014 related primarilyCompany anticipates continued margin improvement in 2018 driven by cost efficiencies associated with our U.S. Generic Pharmaceuticals segment restructuring initiatives, a continued shift in product mix to a charge of $12.3 millionhigher margin products and targeted cost reductions in selling, general and administrative expenses. We will continue to fully impair a license intangible asset related to OPANAinvest in XIAFLEX® ER as well as charges of $4.3 millionand other core products to completely write off certain miscellaneous property, plant and equipment. These impairment charges were recorded becauseposition the Company determined the carrying amounts offor long-term success. There can be no assurance that we will achieve these assets were no longer recoverable.results.
The amounts incurred during 2013 related primarily to $17.0 million and $6.0 million of asset impairment charges related to the write off of certain Qualitest and AMS IPR&D assets, respectively.
Acquisition-related and integration items. Acquisition-related and integration items in 2014 totaled $77.4 million in expense compared to $7.6 million in expense in 2013. This increase was primarily due to costs associated with our acquisitions during 2014 and 2014 acquisition-related costs associated with our acquisition of Auxilium, which was acquired on January 29, 2015.
Interest expense, net. The components of Interest expense, net in 2014 and 2013 are as follows (in thousands):
 2014 2013
Interest expense$231,163
 $174,933
Interest income(4,049) (1,327)
Interest expense, net$227,114
 $173,606
Interest expense in 2014 totaled $231.2 million compared to $174.9 million in 2013. This increase was primarily due to increases in our average total indebtedness to $4.3 billion in 2014 from $3.2 billion in 2013.
Loss on extinguishment of debt. Loss on extinguishment of debt totaled $31.8 million in 2014 compared to $11.3 million in 2013. These amounts relate to our various debt-related transactions in 2014 and 2013. See Note 13. Debt of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules" for further discussion of our indebtedness and the transactions leading to these charges.
Other income, net. The components of Other income, net in 2014and 2013 are as follows (in thousands):
 2014 2013
Watson litigation settlement income, net$
 $(50,400)
Net gain on sale of certain early-stage drug discovery and development assets(5,200) 
Foreign currency gain, net(10,054) (21)
Equity loss (earnings) from unconsolidated subsidiaries, net(8,325) (1,482)
Other miscellaneous(8,745) (1,156)
Other expense (income), net$(32,324) $(53,059)
Fluctuations in foreign currency rates are primarily driven by our increased global presence subsequent to the acquisitions of Paladin and Somar as well as foreign currency rate movements in 2014. Royalty income from Allergan, under the terms of the Watson Settlement Agreement, based on Allergan's gross profit generated on sales of its generic version of Lidoderm®, which commenced on September 16, 2013 and ceased in May 2014, upon Endo's launch of its Lidoderm® authorized generic by the U.S. Generic Pharmaceuticals business.
Income tax.In 2014, we recognized income tax expense of $38.3 million on $99.9 million of income from continuing operations before income tax, compared to $143.7 million of tax expense on $385.4 million of income from continuing operations before income tax in 2013. The effective income tax rate was 38.3% inexpense on the current period income from continuing operations before income tax in 2014, compared to an effective income tax rate of 37.3% in expense on income from continuing operations before income tax in 2013. The decrease in tax expense for the current period is primarily related to a decrease in income from continuing operations before income tax as compared to the comparable prior period and tax benefits from our foreign operations in the current period. For additional information on our income taxes, see Note 19. Income Taxes of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
Discontinued operations, net of tax. As a result of the Company’s decision to sell our AMS business, as well as our February 2014 sale of our HealthTronics business, the operating results of these businesses are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. The results of our discontinued operations totaled $779.8 million of loss, net of tax, in 2014 compared to $874.0 million of loss, net of tax, in 2013. In 2014, there was a pre-tax increase in our charges for mesh product liability of approximately $798.6 million compared to 2013, which is described in more detail in Note 14. Commitments and Contingencies of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules". There were pre-tax asset impairment charges of $648.2 million recorded in 2013 related to the HealthTronics and AMS reporting units’ goodwill and other assets which did not reoccur in 2014. Additionally, taxes associated with our HealthTronics and AMS businesses changed favorably on a combined basis, primarily driven by the pre-tax impacts described above.

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For additional information on discontinued operations, see Note 3. Divestitures of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests totaled $3.1 million of income in 2014 compared to $52.9 million of income in 2013. This fluctuation from 2013 related primarily to a partial period of HealthTronics results in 2014, as the HealthTronics business was sold on February 3, 2014. This compared to a full period in 2013. Net income attributable to noncontrolling interests related to Paladin and its subsidiaries was not material to the Consolidated Financial Statements.
Business Segment Results Review
As a result of December 31, 2017, the Company’s first quarter 2015 announcement of its plan to sell its AMS business, the results of our former Devices segment are included in Discontinued operations, net of tax in our Consolidated Statements of Operations. The three reportable business segments in which the Company now operateswe operate are: (1) U.S. BrandedGeneric Pharmaceuticals, (2) U.S. GenericBranded Pharmaceuticals and (3) International Pharmaceuticals. These segments reflect the level at which executive managementthe chief operating decision maker regularly reviews financial information to assess performance and to make decisions about resources to be allocated. Each segment derives revenue from the sales or licensing of its respective products and is discussed in more detail below.
We evaluate segment performance based on each segment’s adjusted income (loss) from continuing operations before income tax, a financial measure not determined in accordance with U.S. GAAP, which we define as (loss) incomeLoss from continuing operations before income tax and before certain upfront and milestone payments to partners; acquisition-related and integration items, including transaction costs, earn-out payments or adjustments, changes in the fair value of contingent consideration and bridge financing costs; cost reduction and integration-related initiatives such as separation benefits, retention payments, other exit costs and certain costs associated with integrating an acquired company’s operations; excess costs that will be eliminated pursuant to integration plans; asset impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; certain non-cash interest expense; litigation-related and other contingent matters; gains or losses from early termination of debt activities;debt; foreign currency gains or losses on intercompany financing arrangements; and certain other items that the Company believes do not reflect its core operating performance.items.
Certain of the corporate general and administrative expenses incurred by the Companyus are not attributable to any specific segment. Accordingly, these costs are not allocated to any of the Company’sour segments and are included in the results below as Corporate“Corporate unallocated including interest expense. The Company’scosts.” Interest income and expense are also considered corporate items and not allocated to any of our segments. Our consolidated adjusted income from continuing operations before income tax is equal to the combined results of each of itsour segments less these unallocated corporate costs.items.
We refer to adjusted income (loss) from continuing operations before income tax in making operating decisions because we believe it provides meaningful supplemental information regarding the Company’sour operational performance. For instance, we believe that this measure facilitates its internal comparisons to our historical operating results and comparisons to competitors’ results. The Company believesWe believe this measure is useful to investors in allowing for greater transparency related to supplemental information used in our financial and operational decision-making. In addition, we have historically reported similar financial measures to our investors and believe that the inclusion of comparative numbers provides consistency in our current financial reporting. Further, we believe that adjusted income (loss) from continuing operations before income tax may be useful to investors as we are aware that certain of our significant shareholders utilize adjusted income (loss) from continuing operations before income tax to evaluate our financial performance. Finally, adjusted income (loss) from continuing operations before income tax is utilized in the calculation of adjusted diluted income per share, which is used by the Compensation Committee of the Company’sEndo’s Board of Directors in assessing the performance and compensation of substantially all of our employees, including our executive officers.
There are limitations to using financial measures such as adjusted income (loss) from continuing operations before income tax. Other companies in our industry may define adjusted income (loss) from continuing operations before income tax differently than we do. As a result, it may be difficult to use adjusted income (loss) from continuing operations before income tax or similarly named adjusted financial measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, adjusted income (loss) from continuing operations before income tax is not intended to represent cash flow from operations as defined by U.S. GAAP and should not be consideredused as a measurealternatives to net income as indicators of the income generated by our businessoperating performance or discretionaryto cash available to us to invest in the growthflows as measures of our business. The Company compensatesliquidity. We compensate for these limitations by providing reconciliations of our total segment adjusted income from continuing operations before income tax to our consolidated (loss) incomeLoss from continuing operations before income tax, which is determined in accordance with U.S. GAAP and included in our Consolidated Statements of Operations.

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Year Ended December 31, 2015 Compared to Year Ended December 31, 2014
Revenues. The following table displays our revenue by reportable segment for the years ended December 31, 2017, 2016 and 2015 (dollars in thousands):
2015 2014      % Change
$ % of Revenue $ % of Revenue2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Net revenues to external customers:       
U.S. Generic Pharmaceuticals$2,281,001
 $2,564,613
 $1,672,416
 (11)% 53 %
U.S. Branded Pharmaceuticals$1,284,607
 39 $969,437
 41957,525
 1,166,294
 1,284,607
 (18)% (9)%
U.S. Generic Pharmaceuticals1,672,416
 51 1,140,821
 48
International Pharmaceuticals (1)311,695
 10 270,425
 11230,332
 279,367
 311,695
 (18)% (10)%
Total net revenues to external customers$3,268,718
 100 $2,380,683
 100$3,468,858
 $4,010,274
 $3,268,718
 (14)% 23 %
__________
(1)Revenues generated by our International Pharmaceuticals segment are primarily attributable to external customers located in Canada Mexico and, prior to the sale of Litha on July 3, 2017 and Somar on October 25, 2017, South Africa.Africa and Latin America.

U.S. Generic Pharmaceuticals. The following table displays the significant components of our U.S. Generic Pharmaceuticals revenues to external customers for the years ended December 31, 2017, 2016 and 2015 (dollars in thousands):
       % Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
U.S. Generics Base (1)$829,729
 $1,230,097
 $1,083,809
 (33)% 13%
Sterile Injectables654,270
 530,805
 107,592
 23 % NM
New Launches and Alternative Dosages (2)797,002
 803,711
 481,015
 (1)% 67%
Total U.S. Generic Pharmaceuticals$2,281,001
 $2,564,613
 $1,672,416
 (11)% 53%
__________
NM indicates that the percentage change is not meaningful or is greater than 100%.
(1)U.S. Generics Base includes solid oral-extended release, solid oral-immediate release and pain/controlled substances products.
(2)New Launches and Alternative Dosages includes liquids, semi-solids, patches, powders, ophthalmics, sprays and new product launches. Products are included in New Launches during the calendar year of launch and the subsequent calendar year such that the period of time any product will be considered a New Launch will range from thirteen to twenty-four months. Subsequent to this thirteen to twenty-four month period that revenues are considered New Launches, these product revenues will be reflected as either U.S. Generics Base or Sterile Injectables, or will remain as an Alternative Dosage. New Launches contributed revenues of $445.0 million, $474.5 million and $71.3 million in 2017, 2016 and 2015, respectively.
U.S. Generics Base
Net sales of U.S. Generics Base decreased in 2017 due to continued competitive pressure on commoditized generic products and the impact of product rationalization actions resulting from the 2016 and 2017 U.S. Generic Pharmaceuticals segment restructuring initiatives. In 2016, net sales of U.S. Generics Base increased due to $629.4 million of revenue from Par, which we acquired in September 2015, partially offset by a decrease as a result of competitive pressure on commoditized generic products.
Sterile Injectables
Net sales of Sterile Injectables increased in 2017 primarily due to net sales of VASOSTRICT® and ADRENALIN®. VASOSTRICT® is currently the first and only vasopressin injection with an NDA approved by the FDA. Its sales were $399.9 million in 2017, up from $343.5 million in 2016, with the change driven by increases in both volume and price. Net sales of Sterile Injectables increased in 2016 primarily due to a full year of revenues from the acquisition of Par, which was acquired in September 2015.
New Launches and Alternative Dosages
The New Launches and Alternative Dosages category currently includes ezetimibe tablets (generic version of Zetia®) and quetiapine ER tablets (generic version of Seroquel® XR). Both of these were first-to-file products launched in the fourth quarter of 2016. The marketing exclusivity periods for both ezetimibe tablets and quetiapine ER tablets expired in the second quarter of 2017. As a result, combined revenues for these products began to decline significantly during the second quarter of 2017. Combined sales for these two products totaled approximately $250 million in 2017, which related almost entirely to the first half of 2017, compared to approximately $290 million in 2016. We do not expect to record significant revenues related to these products in future years.
In 2017, New Launches and Alternative Dosages decreased primarily due to lower combined revenues from ezetimibe tablets and quetiapine ER tablets, as described above, and lower prices as a result of competitive pressure on certain products within Alternative Dosages, partially offset by the launch of new injectables during the first half of 2017 and increases in Alternative Dosages, driven by favorable changes in the competitive market for certain products in this category.
Net sales of New Launches and Alternative Dosages in 2016 increased primarily due to launch products from the September 2015 Par acquisition, including ezetimibe tablets and quetiapine ER tablets, partially offset by increased competitive pressure on patches, ophthalmics and other alternative doses.
As of December 31, 2017, our U.S. Generic Pharmaceuticals segment has over 175 products in its pipeline, which included approximately 100 ANDAs pending with the FDA. Of the 100 ANDAs, approximately 40 represent first-to-file opportunities or first-to-market opportunities. We periodically review our generic products pipeline in order to better direct investment toward those opportunities that we expect will deliver the greatest returns. This process can lead to decisions to discontinue certain R&D projects that may reduce the number of products in our previously reported generic pipeline.

U.S. Branded Pharmaceuticals. The following table displays the significant components of our U.S. Branded Pharmaceuticals revenues to external customers for the years ended December 31, (in2017, 2016 and 2015 (dollars in thousands):
 2015 2014
Pain Management:   
Lidoderm®$125,269
 $157,491
OPANA® ER175,772
 197,789
Percocet®135,822
 122,355
Voltaren® Gel207,161
 179,816
 $644,024
 $657,451
Specialty Pharmaceuticals:   
Supprelin® LA$70,099
 $66,710
XIAFLEX®158,115
 
 $228,214
 $66,710
Urology:   
Fortesta® Gel, including Authorized Generic$52,827
 $58,661
Testim®, including Authorized Generic40,763
 
 $93,590
 $58,661
    
Branded Other Revenues318,779
 135,287
Actavis Royalty
 51,328
Total U.S. Branded Pharmaceuticals$1,284,607
 $969,437
       % Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Specialty Products:         
XIAFLEX®$213,378

$189,689

$158,115
 12 % 20 %
SUPPRELIN® LA86,211

78,648

70,099
 10 % 12 %
Other Specialty (1)153,384

138,483

98,025
 11 % 41 %
Total Specialty Products$452,973

$406,820

$326,239
 11 % 25 %
Established Products:







    
OPANA® ER$83,826

$158,938

$175,772
 (47)% (10)%
PERCOCET®125,231

139,211

135,822
 (10)% 2 %
VOLTAREN® Gel68,780

100,642

207,161
 (32)% (51)%
LIDODERM®51,629

87,577

125,269
 (41)% (30)%
Other Established (2)175,086

273,106

314,344
 (36)% (13)%
Total Established Products$504,552

$759,474

$958,368
 (34)% (21)%
Total U.S. Branded Pharmaceuticals (3)$957,525

$1,166,294

$1,284,607
 (18)% (9)%
Pain Management__________
(1)
Products included within Other Specialty include TESTOPEL®, NASCOBAL® Nasal Spray and AVEED®
(2)
Products included within Other Established include, but are not limited to, TESTIM® and FORTESTA® Gel, including authorized generics.
(3)Individual products presented above represent the top two performing products in each product category and/or any product having revenues in excess of $100.0 million during the years ended December 31, 2017, 2016 or 2015.
Specialty Products
NetThe increase in net sales of LidodermXIAFLEX® in 2015 decreased 20%2017 was primarily attributable to $125.3 million from 2014. Net sales were negatively impacteddemand growth driven by the September 16, 2013 launch of Actavis’s (now Allergan) lidocaine patch 5%, a generic form of Lidodermcontinued investment and promotional efforts behind XIAFLEX®, the May 2014 launchas well as price. The increase in net sales of XIAFLEX® in 2016 was primarily attributable to volume increases in addition to a full twelve months of product revenues following our January 29, 2015 acquisition of Auxilium.
The increase in net sales of SUPPRELIN® LA in 2017 was primarily attributable to price increases. The increase in net sales of SUPPRELIN® LA in 2016 was primarily attributable to both volume and price increases.
Net sales of Other Specialty Products increased in 2017, driven by the Company’s U.S. Generic Pharmaceuticalsincreased net sales of its authorized generic of LidodermNASCOBAL® Nasal Spray, AVEED® and TESTOPEL®, which all benefited from increased prices. NASCOBAL® Nasal Spray and AVEED® also benefited from improved volume. The increase in net sales of Other Specialty Products in 2016 was primarily attributable to increased net sales of NASCOBAL® Nasal Spray.
Established Products
As further described above, net sales of OPANA® ER decreased in 2017 as a result of the decision to cease shipments of OPANA® ER to customers by September 1, 2017, which had an adverse effect on the revenues and the results of operations of our U.S. Branded Pharmaceuticals segment during 2017. Prior to this decision, net sales of OPANA® ER were declining as a result of competing generic versions of OPANA® ER and general market declines. Net sales of OPANA® ER decreased in 2016 as a result of competing generic versions of OPANA® ER, which launched beginning in early 2013.
The decrease in net sales of PERCOCET® in 2017 was primarily attributable to volume decreases, partially offset by price increases. The increase in net sales of PERCOCET® in 2016 was primarily attributable to price increases, partially offset by volume decreases.
The decreases in net sales of VOLATREN® Gel in both 2017 and 2016 were primarily attributable to the March 2016 launch of Amneal Pharmaceuticals LLC’s generic equivalent of VOLTAREN® Gel and our launch of the authorized generic of VOLTAREN® Gel in July 2016. Subject to FDA approval, it is possible one or more additional competing generic products could potentially enter the market, which could further impact future sales of VOLTAREN® Gel.
The decrease in net sales of LIDODERM® in 2017 was primarily attributable to volume decreases resulting from generic competition. The decrease in 2016 was attributable to volume decreases resulting from generic competition partially offset by an increase in price. Actavis plc (Actavis) (now Teva) launched a generic form of LIDODERM® in September 2013, our U.S. Generic Pharmaceuticals segment launched its authorized generic of LIDODERM® in May 2014, and Mylan, Inc. launched a generic form of LIDODERM® in August 2015 generic launch by Mylan.2015. To the extent additional competitors are able to launch generic versions of LidodermLIDODERM®, our revenues could decline.decline further.

NetThe decrease in net sales of OPANA® EROther Established Products in 2015 decreased 11%2017 was primarily attributable to $175.8 millionvolume decreases resulting from 2014. Net sales continue to be impacted by competing generic versionscompetition and certain other factors, as well as the divestiture of the non-crush resistant formulation of OPANA® ER, which launched beginning in early 2013. To the extent additional competitors are able to launch generic versions of the non-crush resistant formulation OPANA® ER, our revenues could decline further. However, in August 2015 the U.S. District Court issued a ruling upholding two of the Company’s patents covering OPANA® ER. As a result, it is expected that the generic version of non-crush resistant OPANA® ER currently sold by Allergan will be removed from the market and additional approved but not yet marketed generic versions of the product developed by other generic companies will not be launched in the near term.
Net sales of PercocetSTENDRA® in 2015 increased 11% to $135.8 million from 2014. This increase was attributable to price increases.

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Netthe third quarter of 2016. The decrease in net sales of Voltaren® GelOther Established Products in 2015 increased 15% to $207.2 million from 2014. This increase2016 was primarily attributable to volume increases resulting from increased promotional activities and price increases. Subject to FDA approval, it is possible one or more competing generic products could potentially enter the market during 2016, which could negatively impact future sales of Voltarendecreased FROVA® Gel.
Specialty Pharmaceuticals
Net sales of Supprelin® LA in 2015 increased 5%revenues related to $70.1 million from 2014. This revenue increase was primarily attributable to price increases.
Net sales of XIAFLEX® for the treatment of Peyronie’s disease and Dupuytren’s contracture for the period from January 29, 2015 to December 31, 2015 were $158.1 million and were the result of the acquisition of Auxilium.
Urology
Net sales of Fortesta® Gel, including Authorized Generic in 2015, decreased 10% to $52.8 million from 2014. This decrease was primarily attributable to reduced volume of branded Fortesta® Gel sales,generic competition, partially offset by the launch of the authorized generic in September 2014.
Net sales of Testim®, including Authorized Generic for the period from January 29, 2015 to December 31, 2015 were $40.8 million and were the result of the acquisition of Auxilium.
Branded Other
Net sales of Branded Other products in 2015 increased 136% to $318.8 million from 2014. This increase was primarily attributable to the acquisitions of Sumavel®, Auxilium, which we acquired in January 2015, and Par, which we acquired in May 2014, January 2015 and September 2015, respectively, and the launch of Aveed® in March 2014.2015.
Actavis Royalty
Actavis, formerly known as Watson Pharmaceuticals, Inc. (Watson), royalty revenue decreased to zero in 2015 from 2014. This decrease was related to aInternational Pharmaceuticals. The decrease in royalty income from Actavis, under the terms of the Watson Settlement Agreement, based on Actavis’ gross profit generated onInternational Pharmaceuticals net sales of its generic version of Lidoderm®, which commenced on September 16, 2013 and ceased in May 2014, upon our launch of the Lidoderm® authorized generic.
U.S. Generic Pharmaceuticals. Net sales of our generic products in 2015 increased 47% to $1,672.4 million from 2014. This increase2017 was primarily attributable to an additional $382.7 millionthe divestitures of Litha in July 2017 and Somar in October 2017, partially offset by revenue increases in certain of the other international markets in which we operate in 2017. We expect this segment’s revenues to continue to decline in 2018 due to the second-half 2017 divestitures of Litha and Somar, which are described in more detail in Note 3. Discontinued Operations and Assets and Liabilities Held for Sale of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules". The decrease during 2016 was primarily attributable to decreases in Litha revenues as a result of its divestiture of non-core assets during the first quarter of 2016 in addition to unfavorable fluctuations in foreign currency rates, partially offset by increased revenues from the acquisition of Par. In addition, the Generics business benefited from new product launches, an increase in demand for generic pain products and certain sales incentives offered to customersAspen Holdings assets in the fourth quarter of 2015 in anticipation of additional competitive entrants expected in early 2016. This benefit was partially offset by increased pricing pressures due to increased competition across pain and commoditized products within the legacy Qualitest business.
International Pharmaceuticals. Revenues from our International Pharmaceuticals segment in 2015 increased 15% to $311.7 million from 2014 mainly as a result of a full year of revenues from Somar, which we acquired in July 2014.(the Aspen Asset Acquisition).
Adjusted income (loss) from continuing operations before income tax. The following table displays our adjustedAdjusted income (loss) from continuing operations before income tax by reportable segment for the years ended December 31, (in2017, 2016 and 2015 (dollars in thousands):
2015 2014      % Change
Adjusted income (loss) from continuing operations before income tax:   
2017 2016 2015 2017 vs. 2016 2016 vs. 2015
U.S. Generic Pharmaceuticals$1,064,352
 $1,079,479
 $741,767
 (1)% 46 %
U.S. Branded Pharmaceuticals$694,440
 $529,507
485,515
 553,806
 694,440
 (12)% (20)%
U.S. Generic Pharmaceuticals$741,767
 $464,029
International Pharmaceuticals$81,789
 $80,683
58,308
 84,337
 81,789
 (31)% 3 %
Corporate unallocated$(544,456) $(355,417)
Total segment adjusted income from continuing operations before income tax$1,608,175
 $1,717,622
 $1,517,996
 (6)% 13 %
During the quarter ended December 31, 2015, we realigned certain costs between our International Pharmaceuticals segment, U.S. Branded Pharmaceuticals segment and corporate unallocated costs based on how our chief operating decision maker currently reviews segment performance. As a result of this realignment, certain expenses includedGeneric Pharmaceuticals. The decrease in our consolidated adjusted income (loss) from continuing operations before income tax for the nine months ended September 30, 2015 have been reclassified among our various segments to conform to current period presentation. The net impact of these reclassification adjustments was to increase U.S. BrandedGeneric Pharmaceuticals segment and corporate unallocated costs by $1.7 million and $21.1 million, respectively, with an offsetting $22.8 million decrease to International Pharmaceuticals segment costs. The realignment of these expenses did not impact periods prior to 2015.

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U.S. Branded Pharmaceuticals. Adjusted income from continuing operations before income tax in 2015 increased 31% to $694.4 million from 2014. This increasefor 2017 was primarily attributable to the acquisitionimpact of Auxiliumcompetitive pressure on commoditized generic products, partially offset by increases related to sales and gross margin resulting from strong performance of our Sterile Injectables portfolio. Additionally, product rationalization actions and other restructuring initiatives had the resulting incremental adjusted income from continuing operations before income tax.
U.S. Generic Pharmaceuticals. Adjusted income from continuing operations before income tax in 2015 increased 60% to $741.8 million from 2014.effect of improving gross margin and reducing overall operating expenses. In 2015,2016, revenues and gross margins increased primarily due to the DAVASeptember 2015 Par acquisition. These increases were partially offset by the impact of competitive pressure on commoditized generic products and Par acquisitions andincreased charges related to excess inventory reserves due to the resulting incremental adjusted income from continuing operations before income tax. In addition,underperformance of certain products.
U.S. Branded Pharmaceuticals. The decrease in adjusted income from continuing operations before income tax increased asfor the U.S. Branded Pharmaceuticals segment for 2017 was a result of new product launchesdecreased revenues related to generic competition impacting several products in this segment, actions taken with respect to OPANA® ER as discussed above and an increasethe divestiture of STENDRA® in demand for generic pain products.
International Pharmaceuticals. Adjusted income from continuing operations before income taxthe third quarter of 2016. These decreases were partially offset by targeted cost reductions in 2015 increased 1%Selling, general and administrative expenses associated with our previously announced restructuring initiatives, as well as the reduction to $81.8 million from 2014. This increaseResearch and development costs described above. The decrease in 2016 was primarily attributable to the acquisition of Somardecreased VOLTAREN® Gel, LIDODERM®, OPANA® ER and the resulting incrementalFROVA® revenues related to generic competition.
International Pharmaceuticals. The decrease in adjusted income from continuing operations before income tax partially offset by increased operating expenses associated withfor the expansion of our global operations.
Corporate unallocated. Corporate unallocated adjusted loss from continuing operations before income tax in 2015 increased 53% to $544.5 million from 2014. This increaseInternational Pharmaceuticals segment for 2017 was primarily attributable to the previously discussedJuly 3, 2017 divestiture of Litha and October 25, 2017 divestiture of Somar. The increase in interest expense.2016 was primarily attributable to an increase in gross margin resulting from the divestiture of certain lower margin products in the first quarter of 2016, increased revenues from the Aspen Asset Acquisition and decreased operating expenses, partially offset by unfavorable fluctuations in foreign currency rates.
Reconciliation to GAAP.
The table below provides reconciliations of our segment adjusted income from continuing operations before income tax to our consolidated (loss) incomeLoss from continuing operations before income tax, which is determined in accordance with U.S. GAAP, to our total segment adjusted income from continuing operations before income tax for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 2015 2014
Total segment adjusted income from continuing operations before income tax:$1,517,996
 $1,074,219
Corporate unallocated costs (1)(544,456) (355,417)
Upfront and milestone payments to partners(16,155) (51,774)
Asset impairment charges (2)(1,140,709) (22,542)
Acquisition-related and integration items (3)(105,250) (77,384)
Separation benefits and other cost reduction initiatives (4)(125,407) (25,760)
Excise tax (5)
 (54,300)
Amortization of intangible assets(561,302) (218,712)
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans(249,464) (65,582)
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes(1,633) (12,192)
Loss on extinguishment of debt(67,484) (31,817)
Certain litigation-related charges, net (6)(37,082) (42,084)
Costs associated with unused financing commitments(78,352) 
Acceleration of Auxilium employee equity awards at closing(37,603) 
Charge related to the non-recoverability of certain non-trade receivables
 (10,000)
Net gain on sale of certain early-stage drug discovery and development assets
 5,200
Other than temporary impairment of equity investment(18,869) 
Foreign currency impact related to the remeasurement of intercompany debt instruments25,121
 13,153
Charge for an additional year of the branded prescription drug fee in accordance with IRS regulations issued in the third quarter of 2014(3,079) (24,972)
Other, net5,864
 (161)
Total consolidated (loss) income from continuing operations before income tax$(1,437,864) $99,875
 2017 2016 2015
Total consolidated loss from continuing operations before income tax$(1,483,004) $(3,923,856) $(1,437,864)
Interest expense, net488,228
 452,679
 373,214
Corporate unallocated costs (1)165,298
 189,043
 171,242
Amortization of intangible assets773,766
 876,451
 561,302
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans390
 125,699
 249,464
Upfront and milestone payments to partners9,483
 8,330
 16,155
Separation benefits and other cost reduction initiatives (2)212,448
 107,491
 125,407
Impact of VOLTAREN® Gel generic competition
 (7,750) 
Acceleration of Auxilium employee equity awards at closing
 
 37,603
Certain litigation-related and other contingencies, net (3)185,990
 23,950
 37,082
Asset impairment charges (4)1,154,376
 3,781,165
 1,140,709
Acquisition-related and integration items (5)58,086
 87,601
 105,250
Loss on extinguishment of debt51,734
 
 67,484
Costs associated with unused financing commitments
 
 78,352
Other-than-temporary impairment of equity investment
 
 18,869
Foreign currency impact related to the remeasurement of intercompany debt instruments(1,403) 366
 (25,121)
Other, net(7,217) (3,547) (1,152)
Total segment adjusted income from continuing operations before income tax$1,608,175
 $1,717,622
 $1,517,996
__________
(1)Corporate unallocated costsAmounts include certain corporate overhead costs, interest expense, net,such as headcount and facility expenses and certain other income and expenses.
(2)Asset impairment charges
Amounts primarily relatedrelate to charges to write down goodwill and intangible assets as further described in Note 10. Goodwill and Other Intangibles.
(3)Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions of $170.9 million in 2015 compared to $77.4 million in 2014. In 2015, these costs were net of a benefit due to changes in the fair value of contingent consideration of $65.6 million, respectively.

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(4)Separation benefits and other cost reduction initiatives include employee separation costs of $53.0 million, $57.9 million and $60.2 million $14.4in 2017, 2016 and 2015, respectively. Other amounts in 2017 include accelerated depreciation of $123.7 million, charges to increase excess inventory reserves of $13.7 million and $35.2other charges of $22.0 million, each of which related primarily to the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative. Other amounts in 2015, 20142016 primarily consist of charges to increase excess inventory reserves of $24.5 million and 2013, respectively.other restructuring costs of $25.1 million, consisting primarily of contract termination fees and building costs. Other amounts in 2015 primarily consist of $41.2 million of inventory write-offs and $13.3 million of building costs, including a $7.9 million charge recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters. Amounts in 2014 primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. These amounts were primarily recorded as Selling, general and administrative expense in our Consolidated Statements of Operations. See Note 4. Restructuring for discussion of our material restructuring initiatives.
(5)This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code.
(6)These amounts include charges for Litigation-related and other contingencies, net as further described in Note 14. Commitments and Contingencies.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenues. The following table displays our revenue by reportable segment for the years ended December 31 (dollars in thousands):
 2014 2013
 $ % of Revenue $ % of Revenue
Net revenues to external customers:       
U.S. Branded Pharmaceuticals$969,437
 41 $1,394,015
 66
U.S. Generic Pharmaceuticals1,140,821
 48 730,666
 34
International Pharmaceuticals (1)270,425
 11 
 
Total net revenues to external customers$2,380,683
 100 $2,124,681
 100
__________
(1)Revenues generated by our International Pharmaceuticals segment are primarily attributable to Canada, Mexico and South Africa.
U.S. Branded Pharmaceuticals. The following table displays the significant components of our U.S. Branded Pharmaceuticals revenues to external customers for the years ended December 31 (in thousands):
 2014 2013
Pain Management   
Lidoderm®$157,491
 $602,998
OPANA® ER197,789
 227,878
Percocet®122,355
 105,814
Voltaren® Gel179,816
 170,841
 $657,451
 $1,107,531
Specialty Pharmaceuticals   
Supprelin® LA$66,710
 $58,334
    
Urology   
Fortesta® Gel, including Authorized Generic$58,661
 $65,860
    
Branded Other Revenues135,287
 99,525
Actavis Royalty51,328
 62,765
Total U.S. Branded Pharmaceuticals$969,437
 $1,394,015
__________
*Percentages may not add due to rounding.
Pain Management
Net sales of Lidoderm® in 2014 decreased 74% to $157.5 million from 2013. Net sales were negatively impacted by the September 16, 2013 launch of Actavis’s (now Allergan) lidocaine patch 5%, a generic version of Lidoderm®. In May 2014, the Company’s U.S. Generic Pharmaceuticals segment launched its authorized generic of Lidoderm®.

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Net Sales of OPANA® ER in 2014 decreased 13% to $197.8 million from 2013. Net sales were negatively impacted by competing generic versions of the non-crush-resistant formulation OPANA® ER, which launched beginning in early 2013.
Net sales of Percocet® in 2014 increased 16% to $122.4 million from 2013. This increase was primarily attributable to price increases, partially offset by reduced volumes.
Net Sales of Voltaren® Gel in 2014 increased 5% to $179.8 million from 2013. This increase was primarily attributable to increased volumes resulting from an increased sales and marketing emphasis on the product.
Specialty Pharmaceuticals
Net sales of Supprelin® LA in 2014 increased 14% to $66.7 million from 2013. This revenue increase was primarily attributable to price increases.
Urology
Net sales of Fortesta® Gel, including Authorized Generic in 2014 decreased 11% to $58.7 million from 2013. This decrease was primarily attributable to reduced volume of branded Fortesta® Gel sales, partially offset by the launch of the authorized generic in September 2014.
Branded Other
Net sales of other branded products in 2014 increased 36% to $135.3 million from 2013. The increase in 2014 was primarily attributable to sales of Sumavel®, which was acquired in May 2014, and increased revenues from Frova®.
Actavis Royalty
Actavis royalty revenue in 2014 decreased 18% to $51.3 million from 2013. This decrease was related to a decrease in royalty income from Actavis, under the terms of the Watson Settlement Agreement, based on Actavis’ gross profit generated on sales of its generic version of Lidoderm®, which royalty commenced on September 16, 2013 and ceased in May 2014, upon our launch of the Lidoderm® authorized generic.
U.S. Generic Pharmaceuticals. Net sales of our generic products in 2014 increased 56% to $1,140.8 million from 2013. This increase was primarily attributable to $176.0 million of revenue due to the May 2014 launch of our authorized generic of Lidoderm®; $101.8 million of revenue due to the acquisition of Boca, which we acquired in February 2014 and $46.6 million in revenue due to the acquisition of DAVA, which we acquired in August 2014.
International Pharmaceuticals. Revenues from our International Pharmaceuticals segment in 2014 relate to the revenues of Paladin, which we acquired in February 2014, and Somar, which we acquired in July 2014.
Adjusted income (loss) from continuing operations before income tax. The following table displays our adjusted income (loss) from continuing operations before income tax by reportable segment for the years ended December 31 (in thousands):
 2014 2013
Adjusted income (loss) from continuing operations before income tax:   
U.S. Branded Pharmaceuticals$529,507
 $783,927
U.S. Generic Pharmaceuticals$464,029
 $193,643
International Pharmaceuticals$80,683
 $
Corporate unallocated$(355,417) $(315,743)
U.S. Branded Pharmaceuticals. Adjusted income from continuing operations before income tax in 2014 decreased 32% to $529.5 million from 2013. This decrease was primarily attributable to decreased revenues, partially offset by cost reductions realized in connection with the June 2013 restructuring initiative and other cost reduction initiatives.
U.S. Generic Pharmaceuticals. Adjusted income from continuing operations before income tax in 2014 increased 140% to $464.0 million from 2013. In 2014, revenues and gross margins increased primarily due to the Boca and DAVA acquisitions, the May 2014 launch of our authorized generic of Lidoderm® and certain pricing increases.
International Pharmaceuticals. Adjusted income from continuing operations before income tax from our International Pharmaceuticals segment in 2014 related to the results of Paladin, which we acquired in February 2014, and Somar, which we acquired in July 2014.
Corporate unallocated. Corporate unallocated adjusted loss from continuing operations before income tax in 2014 increased 13% to $355.4 million from 2013. This increase in the loss was primarily attributable to the previously discussed increase in interest expense, partially offset by decreased operating expenses, primarily resulting from the June 2013 restructuring initiative and other cost reduction initiatives.

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Reconciliation to GAAP. The table below provides reconciliations of our segment adjusted income from continuing operations before income tax to our consolidated income from continuing operations before income tax, which is determined in accordance with U.S. GAAP, for the years ended December 31 (in thousands):
 2014 2013
Total segment adjusted income from continuing operations before income tax:$1,074,219
 $977,570
Corporate unallocated costs (1)(355,417) (315,743)
Upfront and milestone payments to partners(51,774) (29,703)
Asset impairment charges(22,542) (32,011)
Acquisition-related and integration items (2)(77,384) (7,614)
Separation benefits and other cost reduction initiatives (3)(25,760) (91,530)
Excise tax (4)(54,300) 
Amortization of intangible assets(218,712) (123,547)
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans(65,582) 
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes(12,192) (22,742)
Loss on extinguishment of debt(31,817) (11,312)
Watson litigation settlement income, net
 50,400
Certain litigation-related charges, net (5)(42,084) (9,450)
Charge related to the non-recoverability of certain non-trade receivables(10,000) 
Net gain on sale of certain early-stage drug discovery and development assets5,200
 
Foreign currency impact related to the remeasurement of intercompany debt instruments13,153
 
Charge for an additional year of the branded prescription drug fee in accordance with IRS regulations issued in the third quarter of 2014(24,972) 
Other, net(161) 1,048
Total consolidated income from continuing operations before income tax$99,875
 $385,366
__________
(1)Corporate unallocated costs include certain corporate overhead costs, interest expense, net, and certain other income and expenses.
(2)Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions, changes in the fair value of contingent consideration and the costs of integration activities related to both current and prior period acquisitions.
(3)
Separation benefits and other cost reduction initiatives include employee separation costs of $14.4 million in 2014 compared to $35.2 million in 2013. Amounts in 2014 included changes in estimates related to certain cost reduction initiative accruals. Contract termination fees of $5.8 million in 2013 are also included in this amount. The amount of separation benefits and other cost reduction initiatives in 2013 includes an expense recorded upon the cease use date of our Chadds Ford, Pennsylvania and Westbury, New York properties in the first quarter of 2013, representing the liability for our remaining obligations under the respective lease agreements of $7.2 million. These expenses were primarily recorded as Selling, general and administrative and Research and development expense in our Consolidated Statements of Operations. See Note 4. Restructuring of the Consolidated Financial Statements included inof Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules" for discussion of our material restructuring initiatives.
(4)(3)This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code.
(5)These amountsAmounts include chargesadjustments for Litigation-related and other contingencies, net as further described in Note 14. Commitments and Contingencies.Contingencies of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
(4)Amounts primarily relate to charges to impair goodwill and intangible assets as further described in Note 10. Goodwill and Other Intangibles of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules" as well as charges to write down certain property, plant and equipment as further described in Note 4. Restructuring, Note 7. Fair Value Measurements and Note 9. Property, Plant and Equipment of the Consolidated Financial Statements of Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules".
(5)Amounts in 2017, 2016 and 2015 include costs directly associated with previous acquisitions of $8.1 million, $63.8 million and $170.9 million, respectively. In addition, in 2017 and 2016, there were charges due to changes in the fair value of contingent consideration of $49.9 million and $23.8 million, respectively. In 2015, there was a benefit due to changes in the fair value of contingent consideration of $65.6 million.
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of liquidity is cash generated from operations. Our principal liquidity requirements are primarily for working capital for operations, acquisitions, licenses, milestone payments, capital expenditures, contingent liabilities, vaginal mesh liability payments and debt service payments. The Company’s working capital was $0.8$50.2 million at December 31, 20152017 compared to $1,946.1a working capital deficit of $45.3 million at December 31, 2014.2016. The decrease related to cash used to fund the Par and Auxilium acquisitions, mesh settlement charges, cash used to redeem the 7.00% Senior Notes due 2019, cash used to redeem the 7.00% Senior Notes due 2020, the reclassification of deferred tax assets from current to non-current upon the adoption of ASU 2015-17 in December 2015, cash used for share repurchases, cash used for deferred financing costs and cash used for the purchases of property, plant and equipment. This decrease was partially offset by cash received, net of fees, from the equity and debt issuances to finance the Par, Auxilium and Aspen Holdings acquisitions, working capital acquired in the Par and Auxilium acquisitions and cash from the exercise of options. Working capitalamounts at December 31, 2015 includes2017 and December 31, 2016 include restricted cash and cash equivalents of $579.0

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$313.8 million and $276.0 million, respectively, held in Qualified Settlement Funds (QSFs) for mesh-related matters. Although these amounts in QSFs are included in working capital, they are required to be used for mesh product liability settlement agreements which isthat are expected to be paid to qualified claimants within the next twelve months. Working capital at December 31, 2014 included restricted cash and cash equivalents of $485.2 million held in Qualified Settlement Funds for mesh product liability settlement agreements.
We have historically had broad access to financial markets that provide liquidity. Cash and cash equivalents, which primarily consisted of bank deposits, time deposits and money market accounts, totaled $272.3$986.6 million at December 31, 20152017 compared to $405.7$517.3 million at December 31, 2014.2016.
In 2016, we
We expect cash generated from operations together with our cash, cash equivalents, restricted cash and the revolving credit facilities to be sufficient to cover cash needs for working capital and general corporate purposes, certain contingent liabilities, payment of contractual obligations, principal and interest payments on our indebtedness, capital expenditures, ordinary share repurchases and any regulatory and/or sales milestones that may become due.
Beyond 2016,due over the next year. However, on a longer term basis, we expect cash generated from operations together with our cash, cash equivalents and the revolving credit facilitiesmay not be able to continue to be sufficient to cover cash needs for working capital and general corporate purposes, certain contingent liabilities, payment of contractual obligations, principal and interest payments on our indebtedness, capital expenditures, ordinary share repurchases and any regulatory and/or sales milestones that may become due.
At this time, we cannot accurately predict the effect of certain developments on the rate of sales growth, such as the degree of market acceptance, patent protection and exclusivity of our products, pricing pressures (including those due to the impact of competition,competition), the effectiveness of our sales and marketing efforts and the outcome of our current efforts to develop, receive approval for and successfully launch our near-term product candidates. Additionally,We may also face unexpected expenses in connection with our business operations, including expenses related to our ongoing and future legal proceedings and governmental investigations and other contingent liabilities. Furthermore, we may not be successful in implementing, or may face unexpected changes or expenses in connection with our lean operating model and strategic direction, including the potential for opportunistic corporate development transactions. Any of the above could adversely affect our future cash flows.
We may need to obtain additional funding for future transactions, to repay our outstanding indebtedness, or for our future operational needs andor for future transactions. We have historically had broad access to financial markets that provide liquidity; however, we cannot be certain that funding will be available on terms acceptable to us, or at all. Any issuances of equity securities or convertible securities could have a dilutive effect on the ownership interest of our current shareholders and may adversely impact net income per share in future periods. An acquisition may be accretive or dilutive and, by its nature, involves numerous risks and uncertainties. As a result of our acquisition efforts, if any, we are likely to experience significant charges to earnings for merger and related expenses (whether or not our effortsthe acquisitions are successful)consummated) that may include transaction costs, closure costs or costs of restructuring activities.
We consider the undistributed earnings from the majority of our subsidiaries as of December 31, 2015,2017 to be indefinitely reinvested outside of Ireland and, accordingly, neither Irish income tax ornor withholding taxes have been provided thereon. As of December 31, 2015,2017, indefinitely reinvested earnings were approximately $915.4$169.8 million. While weWe have historically repatriated funds on a tax-free basis to our parent company for stock repurchases and to our Irish and Luxembourg financing companies to repay debt,debt. Accordingly, we do not anticipate the need to repatriateincurring tax in deploying funds to satisfy liquidity needs arising in the ordinary course of our business.
Borrowings. At December 31, 2015,2017, under the Company’s indebtedness includes a credit agreement with combined2017 Credit Agreement, the Company had outstanding borrowings in an aggregate principal borrowingsamount of $3,817.5$3,397.9 million and additional availability of approximately $773.0$996.8 million under the revolving credit facilities.2017 Revolving Credit Facility.
The credit agreement2017 Credit Agreement contains affirmative and negative covenants that the Company believes to be usual and customary for a senior secured credit facility. The negative covenants include, among other things, limitations on capital expenditures, asset sales, mergers and acquisitions, indebtedness, liens, dividends and other restrictive payments, investments and transactions with the Company’s affiliates. As of December 31, 2015,2017, we were in compliance with all such covenants.
At December 31, 2015,2017, the Company’s indebtedness also includes senior notes with aggregate principal amounts totaling $4.7$5.0 billion. These notes mature between 2022 and 2025, subject to earlier repurchase or redemption in accordance with the terms of the respective indentures. Interest rates on these notes range from 5.375% to 7.25%. TheseOther than the 5.875% Senior Secured Notes due 2024, these notes are senior unsecured obligations of the Company’s subsidiaries andparty to the applicable indenture governing such notes. These notes are issued orby certain of our subsidiaries and are guaranteed on a senior unsecured basis as applicable, by allthe subsidiaries of Endo International plc that also guarantee our significant subsidiaries (other than Astora Women's Health Technologies, Grupo Farmacéutico Somar, S.A. de C.V., Laboratoris Paladin S.A. de C.V. and Litha Healthcare Group Limited) and certain of our other subsidiaries,2017 Credit Agreement, except for a de minimis amount of the 7.25% Senior Notes due 2022, which are issued by Endo Health Solutions Inc. and guaranteed on a senior unsecured basis by the guarantors named in the Fifth Supplemental Indenture relating to such notes. The 5.875% Senior Secured Notes due 2024 are senior secured obligations of Endo International plc and its subsidiaries that are party to the indenture governing such notes. These notes (see Exhibit 4.4 to this Annual Reportare issued by certain of our subsidiaries and are guaranteed on Form 10-K).a senior secured basis by Endo International plc and its subsidiaries that also guarantee our 2017 Credit Agreement.
The indentures governing our various senior notes contain affirmative and negative covenants that the Company believes to be usual and customary for senior unsecured credit agreements.similar indentures. The negative covenants, among other things, restrict the Company’s ability, and the ability of its restricted subsidiaries, to incur certain additional indebtedness and issue preferred stock, make certain investments and restricted payments, sell certain assets, enter into sale and leaseback transactions, agree to anypayment restrictions on the ability of restricted subsidiaries to make certain payments to us,Endo International plc or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of the Company’s assets or enter into certain transactions with affiliates. As of December 31, 2015,2017, we were in compliance with all covenants.
During 2016, we expectThe obligations of the borrowers under the 2017 Credit Agreement are guaranteed by the Company and the subsidiaries of the Company (with certain customary exceptions) (the “Guarantors” and, together with the Borrowers, the “Loan Parties”). The obligations (i) under the 2017 Credit Agreement and related loan documents and (ii) the indenture governing the 5.875% Senior Secured Notes due 2024 and related documents are secured on a pari passu basis by a perfected first priority (subject to continuepermitted liens) lien on substantially all of the assets of the Loan Parties (subject to pay down our borrowings and lower our leverage ratio.customary exceptions).

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Credit ratings. The Company’s corporate credit ratings assigned by Moody’s Investors Service and Standard & Poor’s are Ba3B2 with a negative outlook and B+B with a stable outlook, respectively.

Working capital. The components of our working capital and our liquidity at December 31, 20152017 and December 31, 20142016 are below (dollars in thousands):
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Total current assets$3,475,152
 $5,112,054
$2,271,077
 $2,589,459
Less: total current liabilities(3,474,312) (3,165,976)(2,220,909) (2,634,745)
Working capital$840
 $1,946,078
$50,168
 $(45,286)
Current ratio1.0:1
 1.6:1
1.0:1
 -1.0:1
WorkingNet working capital decreasedincreased by $1,945.2$95.5 million from December 31, 20142016 to December 31, 2015.2017. This decreaseincrease reflects the favorable impact to net current assets resulting from operations during the year ended December 31, 2017. In addition, the April 2017 refinancing reduced the principal amount of debt maturing in 2017 by $86.4 million, which had the effect of increasing working capital. We also sold Litha in the third quarter of 2017 and Somar in the fourth quarter of 2017, which resulted in increases to working capital of $39.5 million and $82.3 million, respectively. These increases during the year ended December 31, 2017 were partially offset by the unfavorable impact of mesh-related product liability charges, net of related to cash used to fund the Par, Auxilium and Aspen Holdings acquisitions, mesh settlement charges, cash used to redeem the 7.00% Senior Notes due 2019, cash used to redeem the 7.00% Senior Notes due 2020, the reclassification of deferred tax assetsadjustments from current to non-current cash used for share repurchases, cash used for deferred financing costs and cash used for theliabilities, of $565.0 million, purchases of property, plant and equipment. This decreaseequipment of $125.7 million, payments for deferred financing fees of $57.8 million and the elimination of a $24.1 million current deferred charge related to the adoption of ASU 2016-16, which was partially offset by cash received, net of fees, from the equity and debt issuancesrecorded as an adjustment to finance the Par and Auxilium acquisitions, working capital acquired in the Par and Auxilium acquisitions and cash from the exercise of options.retained earnings.
The following table summarizes our Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 (in thousands):
2015 2014 20132017 2016 2015
Net cash flow (used in) provided by:     
Net cash flow provided by (used in):     
Operating activities$62,026
 $337,776
 $298,517
$553,985
 $528,143
 $118,501
Investing activities(6,244,770) (771,853) (883,639)104,583
 (177,552) (6,183,764)
Financing activities6,055,467
 302,857
 579,525
(166,993) (397,186) 6,001,992
Effect of foreign exchange rate(7,068) (4,037) 1,692
2,515
 436
 (11,269)
Net decrease in cash and cash equivalents$(134,345) $(135,257) $(3,905)
Movement in cash held for sale11,744
 (11,744) 997
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents$505,834
 $(57,903) $(73,543)
Net cash provided by operating activities.activities. Net cashprovided by operating activities was $62.0 million in 2015 compared to $337.8 millionprovided by operating activities in 2014 and $298.5 million provided by operating activities was $554.0 million in 2013.2017 compared to $528.1 million in 2016 and $118.5 million in 2015.
Net cash provided by operating activities represents the cash receipts and cash disbursements from all of our activities other than investing activities and financing activities. Changes in cash from operating activities reflect, among other things, the timing of cash collections from customers, payments to suppliers, managed care organizations, government agencies, collaborative partners and employees, as well as tax payments and refunds in the ordinary course of business.
The $275.8$25.8 million decreaseincrease in Net cash provided by operating activities in 20152017 compared to 20142016 was primarily the result of increased cash receipts generated by net sales of ezetimibe tablets and quetiapine ER tablets, which launched in the fourth quarter of 2016 and contributed to the $474.7 million decrease in Accounts receivable from December 31, 2016 to December 31, 2017. Cash outlays for mesh settlements decreased $491.1 million during 2017 compared to 2016. In addition, as a result of continued generic competition on certain legacy branded products and the discontinuation of certain generic products resulting from the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative, cash outlays for customer rebates and chargebacks decreased during 2017 compared to 2016. These increases were partially offset by $760.0 million in U.S. federal income tax refunds received during 2016, compared to $29.8 million received in 2017, increased payments to partners during 2017 resulting from sales of ezetimibe tablets, which launched during the fourth quarter of 2016 and contributed to the $128.3 million decrease in accrued royalties and other distribution partner payables from December 31, 2016 to December 31, 2017 and the timing of payments related to certain other current liabilities.
The $409.6 million increase in Net cash provided by operating activities in 2016 compared to 2015 was primarily the result of $760.0 million in U.S. federal income tax refunds received during 2016, offset partially by the timing of cash collections and cash payments related to our operations and cash provided from the operations of our acquisitions. The $39.3 million increase in operations.
Net cash provided by operating activities in 2014 compared to 2013 was primarily the result of the timing of cash collections and cash payments related to our operations and cash provided from the operations of our acquisitions.
The following table summarizes certain of our significant non-core or infrequent pre-tax cash outlays and cash receipts impacting net cash used in operating activities for the years ended December 31 (in thousands). The cash outlays were mainly related to mesh-related product liability payments and cash outlays as a result of significant acquisitions and the associated transaction and integration costs:
 2015 2014 2013
Mesh-related product liability and other litigation matters payments$699,347
 $333,763
 $42,982
Redemption fees paid in connection with debt retirements31,496
 
 
Financing unused commitment fees78,352
 
 
Severance and restructuring payments73,655
 34,652
 40,132
Excise tax reimbursement
 54,300
 
Transaction costs and certain integration charges paid in connection with acquisitions191,195
 80,639
 7,614
U.S. Federal tax refunds received(155,814) (111,863) 
Total$918,231
 $391,491
 $90,728
Net cash used in(used in) investing activities.activities. Net cash used inprovided by investing activities was $6,244.8$104.6 million in 20152017 compared to $771.9$177.6 million used in investing activities in 20142016 and $883.6$6,183.8 million used in investing activities in 2013.2015.

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This $5,472.9$282.1 million increasechange in cash provided by investing activities in 2017 compared to cash used in investing activities in 2015 compared to 20142016 relates primarily to an increase in cash used for acquisitionsnet proceeds from the sales of businesses and other assets of $212.4 million, including the sales of Litha in 2015 related primarily to the acquisitionsJuly 2017 and Somar in October 2017, and a decrease in purchases of Par, Auxiliumproperty, plant and Aspen Holdingsequipment of $6,563.9$13.2 million. We also paid $743.1 million into the Qualified Settlement Funds for mesh settlements during the year ended December 31, 2015, resulting in a cash outflow for investing activities. In addition, 2016 activity included acquisitions, net of cash previously held in escrowacquired of $770.0$30.4 million was released upon the close of the Paladin transaction in February 2014, which resulted in a prior year corresponding cash inflow for investing activities. In addition, there was an increase in cash usedand payments for patent acquisition costs and license fees of $39.0 million. These decreases were$19.2 million, neither of which had comparable activity during 2017.
The $6,006.2 million decrease in cash used in investing activities in 2016 compared to cash used in investing activities in 2015 relates primarily to a decrease in cash used for acquisitions in 2016 of $7,617.7 million and a decrease in patent acquisition costs and license fees in 2016 of $24.8 million, which related primarily to the 2015 acquisitions of Par, Auxilium and certain Aspen Holdings assets. This amount was partially offset by an increasea decrease of $1,534.3$1,577.9 million in proceeds from salesales of business,businesses and other assets, primarily relating to the sale of the Men’s Health and Prostate Health components of the AMS business $649.4 million of cash released from the Qualified Settlement Funds for mesh settlements, and approximately $40 million of cash released from the escrow account associated with the acquisition of the remaining outstanding share capital of Litha during the year ended December 31, 2015. In addition, we paid $585.2 million into the Qualified Settlement Funds for mesh settlements during the year ended December 31, 2014, resulting in a prior year cash outflow for investing activities. Payments related to our Qualified Settlement Funds are further described in Note 14. Commitments and Contingenciesthird quarter of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
This $111.8 million decrease in cash used in investing activities in 2014 compared to 2013 relates primarily to a net change in restricted cash and cash equivalents of $1,006.7 million. Restricted cash and cash equivalents increased in 2013 by $770.0 million due to cash placed in escrow related to the close of the Paladin transaction in February 2014. Restricted cash decreased in 2014 by $770.0 million upon the close of the Paladin transaction and $99.9 million related to payments out of Qualified Settlement Funds for mesh litigation settlements. Restricted cash increased in 2014 by $633.2 million, primarily related to cash paid into Qualified Settlement Funds for mesh settlements and cash paid into the escrow account associated with the acquisition of the remaining outstanding share capital of Litha. Additionally, there was an increase in proceeds from the sale of marketable securities in 2014 of $87.2 million, an increase in proceeds from the sale of businesses in 2014 of $46.4 million, primarily related to the sale of the HealthTronics business,2015, and an increase in proceeds from notes receivablepurchases of $32.7 million. These items were partially offset by an increase in cash used for acquisitions related to the acquisitionsproperty, plant and equipment of Paladin, Boca, Sumavel, Somar and DAVA of $1,082.9$57.1 million. Payments related to our Qualified Settlement Funds are further described in Note 14. Commitments and Contingencies of the Consolidated Financial Statements of Part IV, Item 15. of this report "Exhibits, Financial Statement Schedules".
Net cash (used in) provided by financing activities. Net cash provided byused in financing activities was $6,055.5$167.0 million in 20152017 compared to $302.9$397.2 million used in financing activities in 2016 and $6,002.0 million provided by financing activities in 2014 and $579.5 million provided by financing activities in 2013.2015.
Items contributing to the $5,752.6$230.2 million decrease in cash used in financing activities in 2017 compared to cash used in financing activities in 2016 include an increase in proceeds from issuance of term loans of $3,415.0 million, an increase in proceeds from issuance of notes of $300.0 million and a decrease in payments of revolving debt of $605.0 million, partially offset by an increase in principal payments on term loans of $3,627.3 million, a decrease in amounts of revolving debt drawn of $380.0 million, an increase in payments for deferred financing fees of $57.3 million and an increase in payments for contingent consideration of $29.1 million.
Items contributing to the $6,399.2 million change in cash used in financing activities in 2016 compared to cash provided by financing activities in 2015 compared to 2014 include an increase in issuance of ordinary shares of $2,300.0 million to finance the Par acquisition, an increasea decrease in proceeds from the issuance of notes of $2,085.0$2,835.0 million, an increasea decrease in proceeds from the issuance of term loans of $1,275.0$2,800.0 million, a decrease in principal payments on term loan indebtednessproceeds from the issuance of $956.8ordinary shares of $2,300.0 million, a decrease in the repurchase of convertible senior subordinated notes of $340.0 million, a decrease in payments to settle ordinary share warrants of $284.5 million and net proceeds from drawsdraw of revolving debt of $225.0$145.0 million and an increase in repayments of revolving debt of $305.0 million, partially offset by an increasea decrease in principal payments on notes of $899.9 million, a decrease in proceeds fromprincipal payments on term loans of $369.8 million, a decrease in amounts for the settlement of the hedge on convertible senior subordinated notes of $356.3 million, an increase in repurchase of ordinary shares of $250.1 million, an increasea decrease due to the repurchase of convertible notes of $247.8 million, a decrease resulting from payments for deferred financing fees of $124.6 million and a decrease in payments related to the issuance of ordinary shares of $62.2 million and an increase in cash buy-outs of noncontrolling interests of $37.9 million related to the acquisition of the remaining outstanding share capital of Litha.
Items contributing to the $276.7 million decrease in cash provided by financing activities in 2014 compared to 2013 include an increase in principal payments on term loan indebtedness of $1,278.1 million, an increase in net cash payments of $516.5 million to repurchase a portion of our Convertible Notes and a proportionate amount of the associated warrants and call options and an increase in cash paid for deferred financing fees of $52.2 million, partially offset by an increase in proceeds from the issuance of term loans and senior notes of $1,525.0 million and $50.0 million, respectively.$67.0 million.
Research and development. Over the past few years, we have incurred significant expenditures related to conducting clinical studies to develop new products and expand the value of our existing products beyond what is currently approved in their respective labels.
We undertook initiatives in 2014 to optimize commercial spend and refocus our research and development efforts on progressing late-stage pipeline and maximizing value of marketed products. On June 2, 2014, we completed the sale of our branded pharmaceutical drug discovery platform to Asana BioSciences, LLC, an independent member of the Amneal Alliance of Companies. The sale included multiple early-stage drug discovery and development candidates in a variety of therapeutic areas, including oncology, pain and inflammation, among others. In addition, on November 4, 2014 we sold most of the assets and intellectual property of our second generation implantable drug technology to Braeburn Pharmaceuticals, excluding the existing implant platform used for our two marketed histrelin-containing products, Vantas® and Supprelin®. As part of the Auxilium acquisition, the Company acquired Auxilium’s licensed right to coverrights covering certain indications of CCH, the active ingredient in XIAFLEX® indications.. As a result, the Company has incurred related early-stageR&D expense for certain indications of CCH in various stages of development, including a Phase 2b cellulite trial, the results of which were announced in November 2016, and middle-stage development expenses for these XIAFLEX® indications.Phase 3 cellulite clinical trials, which began in early 2018.
We expect to incur research and developmentR&D expenditures relativerelated to the development and advancement of our current generic and branded product pipeline and any additional product candidates we may add via license, acquisition or organically. There can be no assurance that the results of any ongoing or future nonclinical or clinical trials related to these projects will be successful, that additional trials will not be

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required, that any drug, product or indication under development will receive regulatory approval in a timely manner or at all or that such drug, product or indication could be successfully manufactured in accordance with local current good manufacturing practices for the geographies where the products are approved,or marketed successfully, marketed in a timely manner, or at all, or that we will have sufficient funds to develop or commercialize any of our products.
Manufacturing, supply and other service agreements. Our subsidiariesWe contract with various third party manufacturers, suppliers and service providers to provide rawsupply our products, or materials used in the manufacturing of our subsidiaries’ products, and semi-finishedto provide additional services such as packaging, processing, labeling, warehousing, distribution and finished goods, as well as certain packaging, labeling, customer service support, warehouse and distribution services. These contracts include agreements with Novartis Consumer Health, Inc., Novartis AG and Sandoz, Inc. (collectively, Novartis), Teikoku Seiyaku Co., Ltd., Noramco, Inc., Grünenthal GmbH, Sharp Corporation, UPS Supply Chain Solutions, Inc. and Jubilant HollisterStier Laboratories LLC. If, for any reason, our subsidiaries are unablesupport. Any interruption to obtain sufficient quantities of any of the finished goods or raw materials or components requiredservices provided for their products needed to conduct their business, itby these and similar contracts could have an adverse effect on our business, financial condition, results of operations and cash flows.
License and collaboration agreements. Our subsidiaries have agreedWe could become obligated to make certain contingent payments in certainpursuant to our license, collaboration and other agreements. Payments under these agreements generally become due and payable only upon the achievement of certain developmental, regulatory, commercial and/or other milestones. In addition, we may be required to make sales-based royalty payments under certain arrangements if certain products are approved for marketing. Due to the fact that it is uncertain if and when these milestones will be achieved, such contingencies have not been recorded in our Consolidated Balance Sheets. In addition, under certain arrangements, we or our subsidiaries may have to make royalty payments based on a percentage of future sales of the products in the event regulatory approval for marketing is obtained. From a business perspective, we view these payments favorably as they signify that the products are moving successfully through the development phase toward commercialization.

Acquisitions. As part ofGoing forward, our business strategy,primary focus will be on organic growth. However, we plan tomay consider and, as appropriate, make acquisitions of other businesses, products, product rights or technologies. Our cash reserves and other liquid assets may be inadequate to consummate such acquisitions and it may be necessary for us to issue ordinary shares or raise substantial additional funds in the future to complete future transactions. In addition, as a result of ourany acquisition efforts, we are likely to experience significant charges to earnings for merger and related expenses (whether or not our efforts are successful) that may include transaction costs, closure costs, integration costs and/or costs of restructuring activities.
Legal proceedings. We are subject to various patent challenges, product liability claims, government investigations and other legal proceedings in the ordinary course of business. AccrualsContingent accruals are recorded when we determine that a loss related to a litigation matter is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, our assessments involve significant judgments regarding future events. For additional discussion of legal proceedings, see Note 14. Commitments and Contingencies of the Consolidated Financial Statements included inof Part IV, Item 15.15 of this report "Exhibits,“Exhibits, Financial Statement Schedules"Schedules”.
Contractual Obligations. The following table lists our enforceable and legally binding noncancelable obligations as of December 31, 2015.2017.
   Payment Due by Period (in thousands)
Contractual Obligations Total 2016 2017 2018 2019 2020 Thereafter
Long-term debt obligations (1) $8,741,768
 $330,282
 $139,673
 $181,673
 $717,030
 $28,000
 $7,345,110
Interest expense (2) 3,020,679
 416,353
 412,312
 408,468
 393,370
 388,546
 1,001,630
Capital lease obligations (3) 69,556
 9,950
 8,114
 6,951
 7,051
 7,242
 30,248
Operating lease obligations (4) 108,995
 23,103
 16,292
 15,201
 12,471
 10,624
 31,304
Minimum Voltaren® royalty obligations due to Novartis (5) 22,500
 22,500
 
 
 
 
 
Purchase obligations (6) 58,564
 42,909
 7,060
 2,263
 1,590
 
 4,742
Mesh-related product liability settlements (7) 1,445,706
 882,131
 563,575
 
 
 
 
Other obligations and commitments (8) 34,811
 13,481
 7,215
 4,892
 1,223
 1,000
 7,000
Total (9) $13,502,579
 $1,740,709
 $1,154,241
 $619,448
 $1,132,735
 $435,412
 $8,420,034
  Payment Due by Period (in thousands)
  Total 2018 2019 2020 2021 2022 Thereafter
Long-term debt obligations (1) $8,382,980
 $34,205
 $34,150
 $34,150
 $34,150
 $1,134,150
 $7,112,175
Interest expense (2) 3,170,418
 520,446
 513,425
 517,651
 517,276
 480,210
 621,410
Capital lease obligations (3) 47,548
 6,713
 6,633
 6,564
 6,681
 6,831
 14,126
Operating lease obligations (4) 88,186
 13,888
 14,120
 13,505
 11,758
 11,212
 23,703
Purchase obligations (5) 65,740
 22,093
 15,016
 11,343
 11,586
 1,150
 4,552
Mesh-related product liability settlements (6) 602,689
 392,239
 210,450
 
 
 
 
Other obligations and commitments (7) 8,343
 4,843
 500
 500
 500
 500
 1,500
Total (8) $12,365,904
 $994,427
 $794,294
 $583,713
 $581,951
 $1,634,053
 $7,777,466
__________
(1)
Includes minimum cash payments related to principal associated with our indebtedness. A discussion of such indebtedness is included above under the caption Borrowings“Borrowings”.
Any outstanding amounts borrowed pursuant to the 2017 Credit Facility will immediately mature if certain of our senior notes (enumerated under the heading “April 2017 Refinancing” in Note 13. Debt of the Consolidated Financial Statements of Part IV, Item 15 of this report) (other than, in the case of the 2017 Revolving Credit Facility, the 5.375% Senior notes Due 2023 and the 6.00% Senior Notes due 2023) are not refinanced or repaid in full prior to the date that is 91 days prior to the respective stated maturity dates thereof. Accordingly, we may be required to repay or refinance senior notes with an aggregate principal amount of $1,100.0 million in 2021, despite such notes having stated maturities in 2022. Similarly, we may be required to repay or refinance senior notes with an aggregate principal amount of $750.0 million in 2022, despite such notes having stated maturities in 2023. The amounts in this table do not reflect any such early payment; rather, they reflect stated maturity dates.

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(2)IncludesThese amounts represent future cash interest associated withpayments related to our indebtedness. Since futureexisting debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on our variable rate borrowings are unknown,applicable rates at December 31, 2017 plus the specified margin in the associated debt agreements for purposes of this contractual obligations table, amounts scheduled above were calculated using the greater of (i) the respective contractual interest rate spread corresponding to our current leverage ratios or (ii) the respective contractual interest rate floor, if any.each period presented.
(3)Includes minimum cash payments related to certain fixed assets, primarily related to technology. In addition, includes minimum cash payments related to the direct financing arrangement for the companyour U.S. headquarters in Malvern, Pennsylvania. On September 4, 2014, the CompanyWe have entered into aagreements to sublease agreement to leasecertain properties. Most significantly, we sublease approximately 60,000 square feet from January 1, 2015 to December 31, 2016 increasing to 90,000 square feet from January 1, 2017 toof our Malvern, Pennsylvania headquarters and substantially all of our Chesterbrook, Pennsylvania facility. As of December 31, 2024. We will2017, we expect to receive approximately $21.5$25.2 million in future minimum rental payments over the remaining termterms of the sublease, which is notMalvern and Chesterbrook subleases from 2018 until 2024. Amounts included in this table have not been reduced by the table above.minimum sublease rentals.
(4)Includes minimum cash payments related to our leased automobiles, machinery and equipment, facilities and facilitiesother property not included in capital lease obligations. UnderAny proceeds for sublease income are excluded from the terms of our leases for our former headquarters’ in Chadds Ford, Pennsylvania, and Auxilium’s former headquarters’ in Chesterbrook, Pennsylvania, we are required to continue to pay all future minimum lease payments to the landlord.table above.
(5)
Under the terms of the 2008 Voltaren® Gel Agreement, Endo has agreed to pay royalties to Novartis on annual Net Sales of the Licensed Product, subject to certain thresholds all as defined in the 2008 Voltaren® Gel Agreement. In addition, subject to certain limitations, Endo has agreed to make certain guaranteed minimum annual royalty payments beginning in the fourth year of the 2008 Voltaren® Gel Agreement, which may be reduced under certain circumstances, including Novartis’s failure to supply the Licensed Product. On December 11, 2015, Endo, Novartis AG and Sandoz entered into the 2015 Voltaren® Gel Agreement) effectively renewing Endo’s exclusive U.S. marketing and license rights to commercialize Voltaren® Gel through June 30, 2023. Pursuant to the 2015 Voltaren® Gel Agreement, the former 2008 Voltaren® Gel Agreement will expire on June 30, 2016 in accordance with its terms. The 2015 Voltaren® Gel Agreement will become effective on July 1, 2016 and will accounted for as a business combination as of the effective date.
(6)Purchase obligations are enforceable and legally binding obligations for purchases of goods and services, including minimum inventory contracts.
(7)(6)The amountamounts included above representsrepresent contractual payments for mesh-related product liability settlements pursuant to existing Master Settlement Agreements (MSAs) and reflect the earliest date that a settlement payment could be due and the largest amount that could be due on that date. These matters are described in more detail in Note 14. Commitments and Contingencies of the Consolidated Financial Statements included inof Part IV, Item 15.15 of this report "Exhibits, Financial Statement Schedules".report.
(8)(7)Other obligations and commitments include agreements to purchase third-party assets, products and services and other minimum royalty obligations.
(9)(8)Total does not include contractual obligations already included in current liabilities on our Consolidated Balance Sheet,Sheets, except for current portion of long-term debt, accrued interest, short-term capital lease obligations, short-term royalty obligations and the current portion of the mesh-related product liability orand certain purchase obligations, which are discussed below.

For purposes of the table above, obligations for the purchase of goods or services are included only for significant noncancelable purchase orders at least one year in length that are enforceable, legally binding and specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the timing of the obligation. In cases where our minimum obligations are variable based on future contingent events or circumstances, we estimate the minimum obligations based on information available to us at the time of disclosure. Our purchase orders are based on our current manufacturing needs and are typically fulfilled by our suppliers within a relatively short period. At December 31, 2015,2017, we have open purchase orders that represent authorizations to purchase rather than binding agreements that are not included in the table above. In addition, we do not include collaboration agreements and potential payments under those agreements or potential payments related to contingent consideration.
As of December 31, 2015,2017, our liability for unrecognized tax benefits amounted to $328.9$435.1 million (including interest and penalties). Due to the nature and timing of the ultimate outcome of these uncertain tax positions, we cannot make a reliable estimate of the amount and period of related future payments. Therefore, our liability has been excluded from the above contractual obligations table.
Fluctuations. Our quarterly results have fluctuated in the past and may continue to fluctuate. These fluctuations may be due to the timing of new product launches, purchasing patterns of our customers, market acceptance of our products, the impact of competitive products and pricing, certain actions taken by us which may impact the availability of our products, asset impairment charges, litigation-related charges, restructuring costs, including separation benefits, business combination transaction costs, upfront, milestone and certain other payments made or accrued pursuant to licensing agreements and changes in the fair value of financial instruments and contingent assets and liabilities recorded as part of a business combination.combinations. Further, a substantial portion of our total revenues are through three wholesale drug distributors who in turn supply our products to pharmacies, hospitals and physicians. Accordingly, we are potentially subject to a concentration of credit risk with respect to our trade receivables.
Growth opportunities. We continue to evaluate growth opportunities including strategic investments, licensing arrangements, acquisitions of businesses, product rights or technologies, businesses and strategic alliances and promotional arrangements, any of which could require significant capital resources. We continue to focus our business development activities on further diversifying our revenue base through product licensing and company acquisitions, as well as other opportunities to enhance shareholder value. Through execution of our business strategy we focus on developing new products both internally and with contract and collaborative partners; expanding

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the Company’s subsidiaries’ our product lines by acquiring new products and technologies, including international opportunities; increasing revenues and earnings through sales and marketing programs for our subsidiaries’ innovative product offerings and effectively using the Company’s and its subsidiaries’our resources; and providing additional resources to support our generics business.businesses.
Non-U.S. operations. Fluctuations in foreign currency rates resulted in a net gain of $23.1$2.8 million in 2015.2017. This compares to a net loss of $3.0 million in 2016 and a net gain of $10.1$23.1 million in 2014 and an immaterial gain in 2013.2015.
Inflation. We do not believe that inflation had a material adverse effect on our financial statements for the periods presented.
Off-balance sheet arrangements. We have no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in the financial markets, including interest rates and foreign currency exchange rates.
Interest Rate Risk
Our exposure to interest rate risk relates primarily to our variable rate indebtedness associated with theour term loan portion and revolving credit facilities. At December 31, 2017, our variable-rate debt borrowings related to our term loan facilities portionand had an aggregate principal amount of $3.4 billion. Borrowings under the 2017 Credit Agreement bear interest at a LIBOR-based variable rate as further described in Note 13. Debt in Part IV, Item 15 of this report "Exhibits, Financial Statement Schedules", in certain cases subject to a floor. A hypothetical 1% increase in the applicable rate over the floor would result in $34.0 million in incremental annual interest expense related to our credit agreement. variable-rate debt borrowings.
To the extent that we utilize amounts under our term loans and revolving credit facilities,the 2017 Revolving Credit Facility or take on additional variable rate indebtedness, we wouldwill be exposed to additional interest rate risk. At December 31, 2015, our term loans include principal amount of floating-rate debt of $3.8 billion and our revolving credit facilities include principal amount of floating-rate debt of $225.0 million. Borrowings under our revolving credit facilities and our Term Loan A facility bear interest at a rate equal to an applicable margin plus London Interbank Offered Rate (LIBOR). In addition, borrowings under our Term Loan B facility bear interest at a rate equal to an applicable margin plus LIBOR, subject to a LIBOR floor of 0.75%. A hypothetical 1% increase in LIBOR over the 0.75% floor would result in $40.4 million in incremental annual interest expense.
As of December 31, 20152017 and 2014,2016, we had no other assets or liabilities with significant interest rate sensitivity.
Investment Risk
At December 31, 2015 and 2014, we had immaterial investments in available-for-sale securities, primarily associated with equity securities of publicly traded companies. Any decline in value below our original investments will be evaluated to determine if the decline in value is considered temporary or other-than-temporary. An other-than-temporary decline in fair value would be included as a charge to earnings.
Foreign Currency Exchange Risk
We operate and transact business in various foreign countries and are therefore subject to risks associated with foreign currency exchange rate fluctuations. The Company manages this foreign currency risk, in part, through operational means including managing foreign currency revenues in relation to same currency costs as well as managing foreign currency assets in relation to same currency liabilities. The Company is also exposed to the potential earnings effects from intercompany foreign currency assets and liabilities that arise from normal trade receivables and payables and other intercompany loans. Additionally, certain of the Company’s subsidiaries maintain their books of record in currencies other than their respective functional currencies. These subsidiaries’ financial statements are remeasured into their respective functional currencies using current or historicalhistoric exchange rates. Such remeasurement adjustments could have an adverse effect on the Company’s results of operations.
All assets and liabilities of our international subsidiaries, which maintain their financial statements in local currency, are translated to U.S. dollars at period-end exchange rates. Translation adjustments arising from the use of differing exchange rates are included in accumulatedAccumulated other comprehensive incomeloss in shareholders’ equity. Gains and losses on foreign currency transactions and short term inter-companyshort-term intercompany receivables from foreign subsidiaries are included in Other (income) expense, (income), net.net.
Fluctuations in foreign currency rates resulted in a net gain of $2.8 million in 2017. This compares to a net loss of $3.0 million in 2016 and a net gain of $23.1 million in 2015. This compares to a net gain of $10.1 million in 2014 and a net gain of less than $0.1 million in 2013.
Based on the Company’s significant foreign currency denominated intercompany loans existing at December 31, 2015,2017, we estimate that a 10% appreciation or depreciationchange in the underlying currencies of our foreign currency denominated intercompany loans, relative to the U.S. Dollar, wouldcould result in approximately $4.0$10 million in incremental foreign currency gains or losses, respectively.losses.
In addition, we purchase Lidoderm® in U.S. dollars from Teikoku Seiyaku Co., Ltd., a Japanese manufacturer. As part of the purchase agreement with Teikoku, there is a price adjustment feature that prevents the cash payment in U.S. dollars from falling outside of a certain pre-defined range in Japanese yen even if the spot rate is outside of that range.
Inflation
We do not believe that inflation has had a significant impact on our revenues or operations.

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Item 8.        Financial Statements and Supplementary Data
The information required by this item is contained in the financial statements set forth in Item 1515. under the caption “Consolidated Financial Statements” as part of this Annual Report on Form 10-K.
Item 9.        Changes Inin and Disagreements Withwith Accountants on Accounting and Financial Disclosure
As previously disclosed in our Current Report on Form 8-K filed on June 13, 2014, on June 11, 2014 the Audit Committee of our Board of Directors requested Deloitte & Touche LLP to resign as the independent registered public accounting firm previously engaged as the principal accountant to audit the Company’s financial statements. This became effective on June 12, 2014, upon the engagement of PricewaterhouseCoopers. There were no disagreements or reportable events in connection with the change in accountants requiring disclosure under Item 304(b) of Regulation S-K. There were no additional changes made during fiscal year 2015.Not applicable.
Item 9A.    Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2015.2017. Based on that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2015.2017.
(b) Management’s Report on Internal Control over Financial Reporting
The report of management of the Company regarding internal control over financial reporting is set forth in Item 1515. of this Annual Report on Form 10-K under the caption “Management’s Report on Internal Control Over Financial Reporting” and incorporated herein by reference.
(c) Attestation Report of Independent Registered Public Accounting Firm
The attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting is set forth in Item 1515. of this Annual Report on Form 10-K under the caption “Reports“Report of Independent Registered Public Accounting Firm” and incorporated herein by reference.
(d) Changes in Internal Control over Financial Reporting
The Company acquired certain entities duringDuring the yearfiscal quarter ended December 31, 2015. As permitted by2017, the SecuritiesCompany implemented a new global financial consolidations and Exchange Commission, managementplanning system, which has electedled to exclude these entities from its assessmenta variety of changes to the effectiveness of itsCompany’s internal controls, over financial reporting as of December 31, 2015. The Company beganparticularly within the Company’s finance function. Management believes it maintained and monitored appropriate internal controls during and subsequent to integrate these acquired companies into itsthe implementation.
There have been no other changes in the Company’s internal control over financial reporting structure subsequent to their respective acquisition dates and expects to complete this integration in early 2016. As such, there have been changes during the yearfiscal quarter ended December 31, 2015 associated with2017 that have materially affected, or are reasonably likely to materially affect, the establishment and continued integration ofCompany’s internal control over financial reporting with respect to these acquired companies.reporting.
Item 9B.    Other Information
On February 28, 2016, we entered into a new executive employment agreement (the “Employment Agreement”) with Mr. De Silva, the Company’s President and Chief Executive Officer. The Employment Agreement generally provides for the continued employment of Mr. De Silva on substantially the same terms and conditions as his existing employment agreement, which will expire on March 18, 2016.None.
The Employment Agreement has a term of three years ending on March 18, 2019, unless earlier terminated. Under the Employment Agreement, Mr. De Silva is entitled to receive a base salary of $1,155,000 (with such base salary being effective upon the expiration of his existing employment agreement and is initially eligible to receive a target annual cash bonus of 125% of his base salary in 2016.
During the term of the Employment Agreement, Mr. De Silva is also eligible to receive equity-based compensation to be awarded in the sole discretion of the Compensation Committee of the Board (the “Committee”) (at a level commensurate with his position as President and Chief Executive Officer, as compared to other senior executives of the Company), which may be subject to the achievement of certain performance targets set by the Committee. The Employment Agreement provides that all such equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreements, and in all cases shall be as determined by the Committee; provided, that, such terms and conditions shall be no less favorable than those provided for other senior executives of the Company. Mr. De Silva is also entitled to receive employee benefits, executive benefits, perquisites, reimbursement of expenses and vacation generally on the same basis as other senior executives.
The Employment Agreement also provides that on termination of Mr. De Silva’s employment by the Company without cause or by Mr. De Silva for good reason (as such terms are defined in the Employment Agreement), Mr. De Silva will be entitled to the

77


following amounts, subject to his execution of a release of claims: a prorated bonus for year of termination (based on actual results), severance in an amount equal to two times the sum of his base salary and target bonus, and continuation of medical and life insurance benefits for two years following termination. If such qualifying termination occurs within twenty-four months following a change in control and subject to his execution of a release, Mr. De Silva will be entitled to similar payments and benefits, except severance will be calculated using a multiple of three and his benefits will continue for three years. Payments upon termination due to death or disability include a prorated bonus for the year of termination (based on actual results), continuation of medical and life insurance benefits for Mr. De Silva and/or his dependents for two years following such termination, and, in the event of disability, 24 months of salary continuation offset by disability benefits. Mr. De Silva may reduce payments to the extent such payments would constitute “excess parachute payments” under Sections 280G and 4999 of the Internal Revenue Code. If, within ninety days following the expiration of the Employment Agreement, Mr. De Silva’s employment is terminated by the Company under circumstances that would not have constituted cause or by Mr. De Silva that would have constituted good reason, he will receive a prorated bonus for the year of termination (based on actual results), and such termination will be treated as a termination without cause or for good reason for purposes of his equity-based long-term incentive awards held by Mr. De Silva as of the date of such termination of employment.
The Employment Agreement also contains a twenty-four month non-solicitation covenant, a twenty-four month non-competition covenant, a non-disparagement covenant, a covenant providing for cooperation by Mr. De Silva in connection with any investigations and/or litigation, and a covenant not to cooperate with non-governmental third parties in certain matters against the Company. See Exhibit 10.33 to this Annual Report on Form 10-K for a complete description of the Employment Agreement.

78


PART III
Item 10.        Directors, Executive Officers and Corporate Governance
Directors
The information concerning our directors required under this Item is incorporated herein by reference from our proxy statement, which will be filed with the Securities and Exchange Commission, relating to our 20162018 Annual General Meeting (2016(2018 Proxy Statement).
Executive Officers
For information concerning Endo’s executive officers, see Part I,1, Item 1.1 of this report "Business" under the caption “Executive Officers of the Registrant” and our 20162018 Proxy Statement.
Code of Ethics
The information concerning our Code of Conduct is incorporated herein by reference from our 20162018 Proxy Statement and can be viewed on our website, the internet address for which is http://www.endo.com.
Audit Committee
The information concerning our Audit Committee is incorporated herein by reference from our 20162018 Proxy Statement.
Audit Committee Financial Experts
The information concerning our Audit Committee Financial Experts is incorporated herein by reference from our 20162018 Proxy Statement.
Item 11.        Executive Compensation
The information required under this Item is incorporated herein by reference from our 20162018 Proxy Statement.
Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information. The following table sets forth aggregate information for the fiscal year ended December 31, 20152017 regarding the Company’s compensation plans, under which equity securities of Endo may be issued to employees and directors.
 Column A Column B Column C Column A Column B Column C
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights(1) Number of securities 
remaining available for future issuance under equity compensation plans (excluding securities reflected in
Column A)
 Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities 
remaining available for future issuance under equity compensation plans (excluding securities reflected in
Column A) (1)
Equity compensation plans approved by security holders 4,558,977
 $51.48
 9,288,514
 13,426,446
 $22.79
 8,822,860
Equity compensation plans not approved by security holders 
 
 
 
 
 
Total 4,558,977
 $51.48
 9,288,514
 13,426,446
 $22.79
 8,822,860
__________
(1)The Company has issued approximately 1.0 million stock options and 0.1 million restricted stock units for which a grant date has not yet been established for accounting purposes. These options and restricted stock units were not considered to have been granted for purposes of this table.
(2)Excludes shares of restricted stock units and performance share units outstanding.
In June 2015, the Company’s shareholders approved the 2015 Stock Incentive Plan (the 2015 Plan). Under the 2015 Plan, 10.0 million ordinary shares, which included the transfer of 5.0 million ordinary shares available to be granted under the 2010 Stock Incentive Plan as of the date the 2015 Plan became effective, have been reserved for the grant of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, performance awards and other share-based awards, which may be issued at the discretion of the Company’s board of directors from time to time. Upon the 2015 Plan becoming effective, all other existing stock incentive plans were terminated. The 2015 Plan provides that stock options may be granted thereunder to non-employee consultants.
The other information required under this Item is incorporated herein by reference from our 20162018 Proxy Statement.
Item 13.        Certain Relationships and Related Transactions, and Director Independence
The information required under this Item is incorporated herein by reference from our 20162018 Proxy Statement.

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Item 14.        Principal Accounting Fees and Services
Information about the fees for 20152017 and 20142016 for professional services rendered by our independent registered public accounting firm is incorporated herein by reference from our 20162018 Proxy Statement. Our Audit Committee’s policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is incorporated by reference from our 20162018 Proxy Statement.
The information required under this Item is incorporated herein by reference from our 20162018 Proxy Statement.

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PART IV
Item 15.     Exhibits, Financial Statement Schedules
Documents(a) The following documents are filed as part of this Annual Report on Form 10-Kreport:
1.The Consolidated Financial Statements: See accompanying Index to Financial Statements.
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2017 and 2016
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Consolidated Financial Statements
2.Consolidated Financial Statement Schedule:Schedules
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
 Balance at Beginning of Period Additions, Costs and Expenses Deductions, Write-offs Balance at End of Period
Allowance For Doubtful Accounts:       
Year Ended December 31, 2013$5,533
 $1,358
 $(1,297) $5,594
Year Ended December 31, 2014$5,594
 $165
 $(1,840) $3,919
Year Ended December 31, 2015$3,919
 $5,073
 $(5,212) $3,780
 Balance at Beginning of Period Additions, Costs and Expenses Deductions, Write-offs Other (1) Balance at End of Period
Valuation Allowance For Deferred Tax Assets:         
Year Ended December 31, 2015$40,646
 $386,087
 $(17,106) $17,364
 $426,991
Year Ended December 31, 2016$426,991
 $4,416,478
 $(2,039) $(221) $4,841,209
Year Ended December 31, 2017$4,841,209
 $3,811,982
 $
 $(590,216) $8,062,975
The amounts in the table above include amounts classified as Assets held for sale in our Consolidate Balance Sheets.__________
(1)Represents opening balances of businesses acquired in the period and, for the year ended December 31, 2017, changes in the statutory U.S. Federal corporate income tax rate.
All other financial statement schedules have been omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.
3.Exhibits: The information called
Incorporated by Reference From:
NumberDescriptionFile NumberFiling TypeFiling Date
2.1001-36326Quarterly Report on Form 10-QMay 11, 2015
2.2001-36326Current Report on Form 8-KMay 21, 2015
2.3001-36326Quarterly Report on Form 10-QMay 9, 2017
2.4001-36326Quarterly Report on Form 10-QAugust 8, 2017

Incorporated by this Item is incorporated by referenceReference From:
NumberDescriptionFile NumberFiling TypeFiling Date
3.1001-36326Current Report on Form 8-K12BFebruary 28, 2014
3.2001-36326Quarterly Report on Form 10-QAugust 8, 2017
4.1333-194253Form S-8February 28, 2014
4.2001-15989Current Report on Form 8-KJune 9, 2011
4.3001-15989Annual Report on Form 10-KMarch 3, 2014
4.4001-36326Current Report on Form 8-KApril 17, 2014
4.5001-15989Current Report on Form 8-KDecember 19, 2013
4.6001-36326Current Report on Form 8-K12BFebruary 28, 2014
4.7001-36326Annual Report on Form 10-KFebruary 29, 2016
4.8001-36326Current Report on Form 8-KMay 7, 2014
4.9001-36326Annual Report on Form 10-KFebruary 29, 2016
4.10001-36326Current Report on Form 8-KMay 7, 2014

Incorporated by Reference From:
NumberDescriptionFile NumberFiling TypeFiling Date
4.11001-36326Current Report on Form 8-KJuly 1, 2014
4.12001-36326Annual Report on Form 10-KFebruary 29, 2016
4.13001-36326Current Report on Form 8-KJuly 1, 2014
4.14001-36326Current Report on Form 8-KJanuary 27, 2015
4.15001-36326Annual Report on Form 10-KFebruary 29, 2016
4.16001-36326Current Report on Form 8-KJanuary 27, 2015
4.17001-36326Current Report on Form 8-KJuly 9, 2015
4.18001-36326Current Report on Form 8-KApril 28, 2017
4.19001-36326Current Report on Form 8-KMay 21, 2015
4.19.1001-36326Current Report on Form 8-KMay 5, 2016
4.20000-50855Current Report on Form 8-KApril 29, 2013
4.21001-36326Current Report on Form 8-KMay 21, 2015

Incorporated by Reference From:
NumberDescriptionFile NumberFiling TypeFiling Date
10.1

001-15989Annual Report on Form 10-KMarch 1, 2013
10.2001-15989Annual Report on Form 10-KMarch 1, 2013
10.3001-15989Annual Report on Form 10-KMarch 1, 2013
10.4333-194253Form S-8February 28, 2014
10.5001-36326Current Report on Form 8-KApril 28, 2017
10.6*000-50855Current Report on Form 8-KSeptember 1, 2011
10.6.1*001-36326Annual Report on Form 10-KFebruary 29, 2016
10.7*000-50855Quarterly Report on Form 10-QAugust 8, 2008
10.8001-36326Current Report on Form 8-KJune 9, 2017
10.9001-36326Annual Report on Form 10-KMarch 1, 2017
10.10001-36326Annual Report on Form 10-KMarch 1, 2017
10.11001-36326Annual Report on Form 10-KMarch 1, 2017
10.12001-36326Annual Report on Form 10-KMarch 1, 2017
10.13001-36326Quarterly Report on Form 10-QAugust 10, 2015
10.14001-36326Annual Report on Form 10-KFebruary 29, 2016
10.15001-36326Current Report on Form 8-KMay 5, 2016
10.16001-36326Quarterly Report on Form 10-QMay 6, 2016
10.17*001-36326Quarterly Report on Form 10-QAugust 9, 2016
10.18001-36326Current Report on Form 8-KSeptember 29, 2016
10.19001-36326Current Report on Form 8-K/ADecember 9, 2016
10.20001-36326Current Report on Form 8-K/ADecember 22, 2016
10.21001-36326Current Report on Form 8-KFebruary 15, 2018
14.1001-36326Current Report on Form 8-KAugust 2, 2017
21.1Not applicable; filed herewith

Incorporated by Reference From:
NumberDescriptionFile NumberFiling TypeFiling Date
23.1Not applicable; filed herewith
24Not applicable; filed herewith
31.1Not applicable; filed herewith
31.2Not applicable; filed herewith
32.1Not applicable; furnished herewith
32.2Not applicable; furnished herewith
101The following materials from Endo International plc’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial StatementsNot applicable; submitted herewith
*Confidential portions of this Report.exhibit (indicated by asterisks) have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended

81


SIGNATURESItem 16.Form 10-K Summary
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 ENDO INTERNATIONAL PLC
 (Registrant)
  
 /s/ RAJIV DE SILVAPAUL V. CAMPANELLI
Name:Rajiv De SilvaPaul V. Campanelli
Title:President and Chief Executive Officer
 (Principal Executive Officer)
Date: February 29, 201627, 2018

82


Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 Signature Title Date
 /S/ RAJIV DE SILVAPAUL V. CAMPANELLI Director, President and Chief Executive Officer (Principal Executive Officer) February 29, 201627, 2018
 Rajiv De SilvaPaul V. Campanelli    
      
 /S/ SUKETU P. UPADHYAYBLAISE COLEMAN Executive Vice President, Chief Financial Officer (Principal Financial Officer) February 29, 201627, 2018
 Suketu P. UpadhyayBlaise Coleman    
      
 /S/ DANIEL A. RUDIO Senior Vice President, Controller (Principal Accounting Officer) February 29, 201627, 2018
 Daniel A. Rudio    
      
    * Chairman and Director February 29, 201627, 2018
 Roger H. Kimmel    
      
    * Director February 29, 201627, 2018
 Shane M. Cooke    
      
    * Director February 29, 2016
Arthur J. Higgins
   *DirectorFebruary 29, 201627, 2018
 Nancy J. Hutson, Ph.D.    
      
    * Director February 29, 201627, 2018
 Michael Hyatt
��
   *DirectorFebruary 27, 2018
Sharad S. Mansukani, M.D.    
      
    * Director February 29, 201627, 2018
 William P. Montague    
      
    * Director February 29, 201627, 2018
 Jill D. SmithTodd B. Sisitsky    
      
    * Director February 29, 201627, 2018
 William F. SpenglerJill D. Smith    
      
*By:/S/ MATTHEW J. MALETTA Attorney-in-fact pursuant to a Power of Attorney filed with this Report as Exhibit 24 February 29, 201627, 2018
 Matthew J. Maletta    


83


INDEX TO FINANCIAL STATEMENTS


F-1


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Endo International plc is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Endo International plc‘splc’s internal control over financial reporting was designed to provide reasonable assurance regarding the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Endo International plc‘splc’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2017. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment we determined that, as of December 31, 2015,2017, the Company’s internal control over financial reporting is effective based on those criteria.
Management has excluded Par Pharmaceutical Holdings, Inc. (Par)from its assessment of internal control over financial reporting as of December 31, 2015 since it was acquired by the Company in a purchase business combination during 2015. Par is a wholly-owned subsidiary with approximately 12% of total revenues for the year ended December 31, 2015 and approximately 22% of total assets as of December 31, 2015.
Endo International plc’s independent registered public accounting firm has issued its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.2017. This report appears on page F-3.
/S/ RAJIV DE SILVAPAUL V. CAMPANELLI
Rajiv De SilvaPaul V. Campanelli
Director, President and Chief Executive Officer

(Principal Executive Officer)
 
/S/ SUKETU P. UPADHYAYBLAISE COLEMAN
Suketu P. UpadhyayBlaise Coleman
Executive Vice President, Chief Financial Officer

(Principal Financial Officer)
February 29, 201627, 2018


F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors and Shareholders of Endo International plcplc:
Opinions on the Financial Statements and Internal Control over Financial Reporting
In our opinion,We have audited the accompanying consolidated balance sheets of Endo International plc and its subsidiaries (the “Company”) as of December 31, 2017 and December 31, 2016, and the related consolidatedstatements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2017 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Endo International plc and its subsidiaries atthe Company as of December 31, 20152017 and December 31, 2014,2016, and the results of their operations and their cash flows for each of the twothree years in the period ended December 31, 20152017 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule of valuation and qualifying accounts appearing under Item 15.2 as of December 31, 2015 and December 31, 2014 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015,2017, based on criteria established in Internal Control - Integrated Framework 2013(2013) issued by the CommitteeCOSO.
Change in Accounting Principles
As discussed within Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for the income tax effects of Sponsoring Organizationsshare based payment transactions, intra-entity transfers of assets other than inventory, the Treadway Commission (COSO). classification of debt prepayment and extinguishment costs within the statement of cash flows, and the changes to restricted cash and cash equivalents within its statements of cash flows in 2017.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Overover Financial Reporting. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedule and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxesDefinition and deferred financing costs in 2015.Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Par Pharmaceutical Holdings, Inc. (Par) from its assessment of internal control over financial reporting as of December 31, 2015 because it was acquired by the Company in a purchase business combination during 2015.  We have also excluded Par from our audit of internal control over financial reporting. Par is a wholly-owned subsidiary whose total assets and total revenues represent 22% and 12%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP
 
Philadelphia, Pennsylvania
February 29, 2016


F-3


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Endo International plc
Dublin, Ireland
We have audited the accompanying consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows of Endo Health Solutions Inc. (now known as Endo International plc, see Note 1 to the consolidated financial statements) and subsidiaries (the “Company”) for the year ended December 31, 2013. Our audit also included the consolidated financial statement schedule for the year ended December 31, 2013 listed in the Index at Item 15. These consolidated financial statements and consolidated financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and consolidated financial statement schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of Endo Health Solutions Inc. and subsidiaries for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ DELOITTE & TOUCHE LLP27, 2018
 
Philadelphia, Pennsylvania
February 28, 2014 (June 2, 2015We have served as to the effects of the discontinued operations discussed in Note 3)Company’s auditor since 2014.

F-4


ENDO INTERNATIONAL PLC
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 20152017 AND 20142016
(In thousands, except share and per share data)
December 31,
2015
 December 31,
2014
December 31, 2017 December 31, 2016
ASSETS      
CURRENT ASSETS:      
Cash and cash equivalents$272,348
 $405,696
$986,605
 $517,250
Restricted cash and cash equivalents585,379
 530,930
320,453
 282,074
Marketable securities34
 815
Accounts receivable, net of allowance of $1,309 and $60 at December 31, 2015 and 2014, respectively995,077
 1,118,720
Accounts receivable, net of allowance of $392 and $6,956 at December 31, 2017 and 2016, respectively517,436
 992,153
Inventories, net744,665
 414,995
391,437
 555,671
Prepaid expenses and other current assets53,526
 38,680
43,098
 77,523
Income taxes receivable735,901
 52,326
12,048
 47,803
Deferred income taxes
 561,974
Assets held for sale (NOTE 3)88,222
 1,987,918
Assets held for sale
 116,985
Total current assets$3,475,152
 $5,112,054
$2,271,077
 $2,589,459
MARKETABLE SECURITIES3,855
 1,506
1,456
 2,267
PROPERTY, PLANT AND EQUIPMENT, NET670,574
 387,052
523,971
 669,596
GOODWILL7,299,354
 2,897,775
4,450,082
 4,729,395
OTHER INTANGIBLES, NET7,812,655
 2,332,250
4,317,684
 5,859,297
DEFERRED INCOME TAXES9,145
 4,933
11,582
 7,817
OTHER ASSETS79,601
 88,599
59,728
 417,278
TOTAL ASSETS$19,350,336
 $10,824,169
$11,635,580
 $14,275,109
LIABILITIES AND SHAREHOLDERS’ EQUITY      
CURRENT LIABILITIES:      
Accounts payable$344,267
 $294,001
Accrued expenses1,151,172
 1,144,325
Accounts payable and accrued expenses$1,096,825
 $1,454,084
Current portion of legal settlement accrual1,606,726
 1,443,114
1,087,793
 1,015,932
Current portion of long-term debt328,705
 155,937
34,205
 131,125
Income taxes payable8,551
 
2,086
 9,266
Deferred income taxes
 22
Liabilities held for sale (NOTE 3)34,891
 128,577
Liabilities held for sale
 24,338
Total current liabilities$3,474,312
 $3,165,976
$2,220,909
 $2,634,745
DEFERRED INCOME TAXES871,040
 677,486
43,131
 192,297
LONG-TERM DEBT, LESS CURRENT PORTION, NET8,251,657
 4,100,627
8,242,032
 8,141,378
LONG-TERM LEGAL SETTLEMENT ACCRUAL, LESS CURRENT PORTION, NET549,098
 262,781
LONG-TERM LEGAL SETTLEMENT ACCRUAL, LESS CURRENT PORTION210,450
 
OTHER LIABILITIES236,253
 209,086
434,178
 605,100
COMMITMENTS AND CONTINGENCIES (NOTE 14)

 



 

SHAREHOLDERS’ EQUITY:      
Euro deferred shares, $0.01 par value; 4,000,000 shares authorized; 4,000,000 issued43
 48
Ordinary shares, $0.0001 and $0.0001 par value; 1,000,000,000 and 1,000,000,000 shares authorized; 222,124,282 and 153,912,985 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively22
 15
Euro deferred shares, $0.01 par value; 4,000,000 shares authorized and issued at both December 31, 2017 and December 31, 201648
 42
Ordinary shares, $0.0001 par value; 1,000,000,000 shares authorized; 223,331,706 and 222,954,175 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively22
 22
Additional paid-in capital8,693,385
 3,093,867
8,791,170
 8,743,240
Accumulated deficit(2,341,215) (595,085)(8,096,539) (5,688,281)
Accumulated other comprehensive loss(384,205) (124,088)(209,821) (353,434)
Total Endo International plc shareholders’ equity$5,968,030
 $2,374,757
Noncontrolling interests(54) 33,456
Total shareholders’ equity$5,967,976
 $2,408,213
$484,880
 $2,701,589
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$19,350,336
 $10,824,169
$11,635,580
 $14,275,109
See Notes to Consolidated Financial Statements.Statements.

F-5


ENDO INTERNATIONAL PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 AND 20132015
(In thousands, except per share data)
2015 2014 20132017 2016 2015
TOTAL REVENUES$3,268,718
 $2,380,683
 $2,124,681
$3,468,858
 $4,010,274
 $3,268,718
COSTS AND EXPENSES:          
Cost of revenues2,075,651
 1,231,497
 886,603
2,228,530
 2,634,973
 2,075,651
Selling, general and administrative741,304
 567,986
 574,313
629,874
 770,728
 741,304
Research and development102,197
 112,708
 97,465
172,067
 183,372
 102,197
Litigation-related and other contingencies, net37,082
 42,084
 9,450
185,990
 23,950
 37,082
Asset impairment charges1,140,709
 22,542
 32,011
1,154,376
 3,781,165
 1,140,709
Acquisition-related and integration items105,250
 77,384
 7,614
58,086
 87,601
 105,250
OPERATING (LOSS) INCOME FROM CONTINUING OPERATIONS$(933,475) $326,482
 $517,225
OPERATING LOSS FROM CONTINUING OPERATIONS$(960,065) $(3,471,515) $(933,475)
INTEREST EXPENSE, NET373,214
 227,114
 173,606
488,228
 452,679
 373,214
LOSS ON EXTINGUISHMENT OF DEBT67,484
 31,817
 11,312
51,734
 
 67,484
OTHER EXPENSE (INCOME), NET63,691
 (32,324) (53,059)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX$(1,437,864) $99,875
 $385,366
INCOME TAX (BENEFIT) EXPENSE(1,137,465) 38,267
 143,742
(LOSS) INCOME FROM CONTINUING OPERATIONS$(300,399) $61,608
 $241,624
OTHER (INCOME) EXPENSE, NET(17,023) (338) 63,691
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX$(1,483,004) $(3,923,856) $(1,437,864)
INCOME TAX BENEFIT(250,293) (700,084) (1,137,465)
LOSS FROM CONTINUING OPERATIONS$(1,232,711) $(3,223,772) $(300,399)
DISCONTINUED OPERATIONS, NET OF TAX (NOTE 3)(1,194,926) (779,792) (874,038)(802,722) (123,278) (1,194,926)
CONSOLIDATED NET LOSS$(1,495,325) $(718,184) $(632,414)$(2,035,433) $(3,347,050) $(1,495,325)
Less: Net (loss) income attributable to noncontrolling interests(283) 3,135
 52,925
Less: Net income (loss) attributable to noncontrolling interests
 16
 (283)
NET LOSS ATTRIBUTABLE TO ENDO INTERNATIONAL PLC$(1,495,042) $(721,319) $(685,339)$(2,035,433) $(3,347,066) $(1,495,042)
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS'—BASIC:     
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—BASIC:     
Continuing operations$(1.52) $0.42
 $2.13
$(5.52) $(14.48) $(1.52)
Discontinued operations(6.07) (5.33) (8.18)(3.60) (0.55) (6.07)
Basic$(7.59) $(4.91) $(6.05)$(9.12) $(15.03) $(7.59)
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS'—DILUTED:     
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—DILUTED:     
Continuing operations$(1.52) $0.40
 $2.02
$(5.52) $(14.48) $(1.52)
Discontinued operations(6.07) (5.00) (7.74)(3.60) (0.55) (6.07)
Diluted$(7.59) $(4.60) $(5.72)$(9.12) $(15.03) $(7.59)
WEIGHTED AVERAGE SHARES:          
Basic197,100
 146,896
 113,295
223,198
 222,651
 197,100
Diluted197,100
 156,730
 119,829
223,198
 222,651
 197,100
See Notes to Consolidated Financial Statements.Statements.

F-6


ENDO INTERNATIONAL PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 AND 20132015
(In thousands)
 2015 2014 2013
 CONSOLIDATED NET LOSS  $(1,495,325)   $(718,184)   $(632,414)
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX           
 Net unrealized gain (loss) on securities:           
Unrealized gain (loss) arising during the period$2,299
   $(1,099)   $775
  
Less: reclassification adjustments for loss realized in net loss
 2,299
 17
 (1,082) 
 775
Foreign currency translation (loss) gain:           
Foreign currency (loss) gain during period$(284,722)   $(121,389)   $714
  
Less: reclassification adjustments for loss realized in net loss25,715
 (259,007) 
 (121,389) 
 714
Fair value adjustment on derivatives designated as cash flow hedges:           
Fair value adjustment on derivatives designated as cash flow hedges arising during the period$
   $
   $546
  
Less: reclassification adjustments for cash flow hedges settled and included in net loss
 
 
 
 (148) 398
 OTHER COMPREHENSIVE (LOSS) INCOME  $(256,708)   $(122,471)   $1,887
 CONSOLIDATED COMPREHENSIVE LOSS  $(1,752,033)   $(840,655)   $(630,527)
Less: Net (loss) income attributable to noncontrolling interests  (283)   3,135
   52,925
Less: Other comprehensive loss attributable to noncontrolling interests  (495)   (3,298)   
 COMPREHENSIVE LOSS ATTRIBUTABLE TO ENDO INTERNATIONAL PLC  $(1,751,255)   $(840,492)   $(683,452)
 2017 2016 2015
CONSOLIDATED NET LOSS  $(2,035,433)   $(3,347,050)   $(1,495,325)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:           
Net unrealized (loss) gain on securities:           
Unrealized (loss) gain arising during the period$(515)   $(914)   $2,299
  
Less: reclassification adjustments for gain realized in net loss
 (515) (6) (920) 
 2,299
Net unrealized gain (loss) on foreign currency:           
Foreign currency translation gain (loss) arising during the period$31,202
   $31,729
   $(284,722)  
Less: reclassification adjustments for loss realized in net loss112,926
 144,128
 
 31,729
 25,715
 (259,007)
OTHER COMPREHENSIVE INCOME (LOSS)  $143,613
   $30,809
   $(256,708)
CONSOLIDATED COMPREHENSIVE LOSS  $(1,891,820)   $(3,316,241)   $(1,752,033)
Less: Net income (loss) attributable to noncontrolling interests  
   16
   (283)
Less: Other comprehensive income (loss) attributable to noncontrolling interests  
   38
   (495)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENDO INTERNATIONAL PLC  $(1,891,820)   $(3,316,295)   $(1,751,255)
See Notes to Consolidated Financial Statements.Statements.

F-7


ENDO INTERNATIONAL PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 AND 20132015
(In thousands, except share data)
 Endo International plc Shareholders    
 Ordinary Shares Euro Deferred Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Endo International plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
 Number of Shares Amount Number of Shares Amount      
BALANCE, JANUARY 1, 2015153,912,985
 $15
 4,000,000
 $48
 $3,093,867
 $(595,085) $(124,088) $2,374,757
 $33,456
 $2,408,213
Net loss
 
 
 
 
 (1,495,042) 
 (1,495,042) (283) (1,495,325)
Other comprehensive loss
 
 
 
 
 
 (256,213) (256,213) (495) (256,708)
Compensation related to share-based awards
 
 
 
 61,185
 
 
 61,185
 
 61,185
Exercise of options880,885
 
 
 
 27,217
 
 
 27,217
 
 27,217
Tax benefits of share awards, net
 
 
 
 20,051
 
 
 20,051
 
 20,051
Issuance of ordinary shares related to the employee stock purchase plan67,867
 
 
 
 4,299
 
 
 4,299
 
 4,299
Ordinary shares issued27,982,302
 3
 
 
 2,299,997
 
 
 2,300,000
 
 2,300,000
Equity issuance fees
 
 
 
 (66,956) 
 
 (66,956) 
 (66,956)
Ordinary shares issued in connection with the Auxilium acquisition18,609,835
 2
 
 
 1,519,318
 
 
 1,519,320
 
 1,519,320
Ordinary shares issued in connection with the Par acquisition18,069,899
 2
 
 
 1,325,246
 
 
 1,325,248
 
 1,325,248
Tax withholding for restricted shares
 
 
 
 (15,398) 
 
 (15,398) 
 (15,398)
Share repurchases(4,361,957) 
 
 
 
 (251,088) 
 (251,088) 
 (251,088)
Buy-out of noncontrolling interests, net
 
 
 
 (2,972) 
 (3,904) (6,876) (32,732) (39,608)
Fair value of equity component of acquired Auxilium notes
 
 
 
 266,649
 
 
 266,649
 
 266,649
Conversion of Auxilium notes5,170,239
 
 
 
 160,892
 
 
 160,892
 
 160,892
Settlement of common stock warrants1,792,379
 
 
 
 
 
 
 
 
 
Other(152) 
 
 (5) (10) 
 
 (15) 
 (15)
BALANCE, DECEMBER 31, 2015222,124,282
 $22
 4,000,000
 $43
 $8,693,385
 $(2,341,215) $(384,205) $5,968,030
 $(54) $5,967,976

 Endo International plc Shareholders    
 Ordinary Shares Euro Deferred Shares Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Compre-
hensive (Loss) Income
 Treasury Stock Total Endo International plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
 Number of Shares Amount Number of Shares Amount    Number of Shares Amount   
BALANCE, JANUARY 1, 2013140,040,882
 $1,400
 
 $
 $1,035,115
 $811,573
 $(6,802) (29,247,027) $(768,430) $1,072,856
 $60,350
 $1,133,206
Net (loss) income
 
 
 
 
 (685,339) 
 
 
 (685,339) 52,925
 (632,414)
Other comprehensive income
 
 
 
 
 
 1,887
 
 
 1,887
 
 1,887
Compensation related to share-based awards
 
 
 
 38,998
 
 
 
 
 38,998
 
 38,998
Forfeiture of restricted stock awards(12,191) 
 
 
 
 
 
 
 
 
 
 
Exercise of options3,836,560
 39
 
 
 97,090
 
 
 
 
 97,129
 
 97,129
Tax benefits of share awards, net
 
 
 
 4,265
 
 
 
 
 4,265
 
 4,265
Ordinary shares issued547,823
 5
 
 
 263
 
 
 
 
 268
 
 268
Tax withholding for restricted shares
 
 
 
 (9,781) 
 
 
 
 (9,781) 
 (9,781)
Issuance of ordinary shares from treasury
 
 
 
 
 
 
 188,346
 5,310
 5,310
 
 5,310
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 (52,711) (52,711)
Buy-out of noncontrolling interests, net
 
 
 
 
 
 
 
 
 
 (1,366) (1,366)
Other
 
 
 
 425
 
 
 
 
 425
 
 425
BALANCE, DECEMBER 31, 2013144,413,074
 $1,444
 
 $
 $1,166,375
 $126,234
 $(4,915) (29,058,681) $(763,120) $526,018
 $59,198
 $585,216
Net (loss) income
 
 
 
 
 (721,319) 
 
 
 (721,319) 3,135
 (718,184)
Other comprehensive loss
 
 
 
 
 
 (119,173) 
 
 (119,173) (3,298) (122,471)
Compensation related to share-based awards
 
 
 
 32,671
 
 
 
 
 32,671
 
 32,671
Forfeiture of restricted stock awards(3,298) 
 
 
 
 
 
 
 
 
 
 
Exercise of options1,528,295
 4
 
 
 41,388
 
 
 
 
 41,392
 
 41,392
Tax benefits of share awards, net
 
 
 
 33,531
 
 
 
 
 33,531
 
 33,531
Ordinary shares issued36,235,228
 17
 
 
 2,844,349
 
 
 
 
 2,844,366
 
 2,844,366
Euro deferred shares issued
 
 4,000,000
 55
 
 
 
 
 
 55
 
 55
Tax withholding for restricted shares
 
 
 
 (25,081) 
 
 
 
 (25,081) 
 (25,081)
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 (5,291) (5,291)
Buy-out of noncontrolling interests, net
 
 
 
 
 
 
 
 
 
 (1,729) (1,729)
Addition of Paladin noncontrolling interests due to acquisition
 
 
 
 
 
 
 
 
 
 38,800
 38,800
Removal of HealthTronics, Inc. noncontrolling interests due to disposition
 
 
 
 
 
 
 
 
 
 (57,359) (57,359)
Result of contribution of Endo Health Solutions Inc. to Endo International plc(29,058,681) (1,450) 
 
 (761,670) 
 
 29,058,681
 763,120
 
 
 
Repurchase of convertible senior subordinated notes due 2015798,367
 
 
 
 (309,829) 
 
 
 
 (309,829) 
 (309,829)
Settlement of common stock warrants
 
 
 
 (284,454) 
 
 
 
 (284,454) 
 (284,454)
Settlement of the hedge on convertible senior subordinated notes due 2015
 
 
 
 356,265
 
 
 
 
 356,265
 
 356,265

F-8


 Endo International plc Shareholders    
 Ordinary Shares Euro Deferred Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Endo International plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
 Number of Shares Amount Number of Shares Amount      
Net (loss) income
 
 
 
 
 (3,347,066) 
 (3,347,066) 16
 (3,347,050)
Other comprehensive income
 
 
 
 
 
 30,771
 30,771
 38
 30,809
Compensation related to share-based awards
 
 
 
 59,769
 
 
 59,769
 
 59,769
Exercise of options62,589
 
 
 
 1,952
 
 
 1,952
 
 1,952
Tax benefits of share awards, net
 
 
 
 (5,449) 
 
 (5,449) 
 (5,449)
Issuance of ordinary shares related to the employee stock purchase program306,918
 
 
 
 5,119
 
 
 5,119
 
 5,119
Ordinary shares issued460,386
 
 
 
 
 
 
 
 
 
Tax withholding for restricted shares
 
 
 
 (11,500) 
 
 (11,500) 
 (11,500)
Other
 
 
 (1) (36) 
 
 (37) 
 (37)
BALANCE, DECEMBER 31, 2016 prior to the adoption of ASU 2016-16222,954,175
 $22
 4,000,000
 $42
 $8,743,240
 $(5,688,281) $(353,434) $2,701,589
 $
 $2,701,589
Effect of adopting ASU 2016-16 (NOTE 2)
 
 
 
 
 (372,825) 
 (372,825) 
 (372,825)
BALANCE, JANUARY 1, 2017222,954,175
 $22
 4,000,000
 $42
 $8,743,240
 $(6,061,106) $(353,434) $2,328,764
 
 $2,328,764
Net loss
 
 
 
 
 (2,035,433) 
 (2,035,433) 
 (2,035,433)
Other comprehensive income
 
 
 
 
 
 143,613
 143,613
 
 143,613
Compensation related to share-based awards
 
 
 
 50,149
 
 
 50,149
 
 50,149
Ordinary shares issued377,531
 
 
 
 
 
 
 
 
 
Tax withholding for restricted shares
 
 
 
 (2,078) 
 
 (2,078) 
 (2,078)
Other
 
 
 6
 (141) 
 
 (135) 
 (135)
BALANCE, DECEMBER 31, 2017223,331,706
 $22
 4,000,000
 $48
 $8,791,170
 $(8,096,539) $(209,821) $484,880
 $
 $484,880
 Endo International plc Shareholders    
 Ordinary Shares Euro Deferred Shares Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Compre-
hensive (Loss) Income
 Treasury Stock Total Endo International plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
 Number of Shares Amount Number of Shares Amount    Number of Shares Amount   
Other
 
 
 (7) 322
 
 
 
 
 315
 
 315
BALANCE, DECEMBER 31, 2014153,912,985
 $15
 4,000,000
 $48
 $3,093,867
 $(595,085) $(124,088) 
 $
 $2,374,757
 $33,456
 $2,408,213
Net loss
 
 
 
 
 (1,495,042) 
 
 
 (1,495,042) (283) (1,495,325)
Other comprehensive loss
 
 
 
 
 
 (256,213) 
 
 (256,213) (495) (256,708)
Compensation related to share-based awards
 
 
 
 61,185
 
 
 
 
 61,185
 
 61,185
Exercise of options880,885
 
 
 
 27,217
 
 
 
 
 27,217
 
 27,217
Tax benefits of share awards, net
 
 
 
 20,051
 
 
 
 
 20,051
 
 20,051
Issuance of ordinary shares related to the employee stock purchase plan67,867
 
 
 
 4,299
 
 
 
 
 4,299
 
 4,299
Ordinary shares issued27,982,302
 3
 
 
 2,299,997
 
 
 
 
 2,300,000
 
 2,300,000
Equity issuance fees
 
 
 
 (66,956) 
 
 
 
 (66,956) 
 (66,956)
Ordinary shares issued in connection with the Auxilium acquisition18,609,835
 2
 
 
 1,519,318
 
 
 
 
 1,519,320
 
 1,519,320
Ordinary shares issued in connection with the Par acquisition18,069,899
 2
 
 
 1,325,246
 
 
 
 
 1,325,248
 
 1,325,248
Tax withholding for restricted shares
 
 
 
 (15,398) 
 
 
 
 (15,398) 
 (15,398)
Share repurchases(4,361,957) 
 
 
 
 (251,088) 
 
 
 (251,088) 
 (251,088)
Buy-out of noncontrolling interests, net
 
 
 
 (2,972) 
 (3,904) 
 
 (6,876) (32,732) (39,608)
Fair value of equity component of acquired Auxilium Notes
 
 
 
 266,649
 
 
 
 
 266,649
 
 266,649
Conversion of Auxilium Notes5,170,239
 
 
 
 160,892
 
 
 
 
 160,892
 
 160,892
Settlement of common stock warrants1,792,379
 
 
 
 
 
 
 
 
 
 
 
Other(152) 
 
 (5) (10) 
 
 
 
 (15) 
 (15)
BALANCE, DECEMBER 31, 2015222,124,282
 $22
 4,000,000
 $43
 $8,693,385
 $(2,341,215) $(384,205) 
 $
 $5,968,030
 $(54) $5,967,976
See Notes to Consolidated Financial Statements.Statements.


F-9


ENDO INTERNATIONAL PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 AND 20132015
(In thousands)
2015 2014 20132017 2016 2015
OPERATING ACTIVITIES:          
Consolidated net loss$(1,495,325) $(718,184) $(632,414)$(2,035,433) $(3,347,050) $(1,495,325)
Adjustments to reconcile consolidated net loss to Net cash provided by operating activities:     




  
Depreciation and amortization632,756
 331,651
 255,663
983,765

983,309
 632,756
Inventory step-up232,461
 65,582
 
390

108,768
 232,461
Share-based compensation61,185
 32,671
 38,998
50,149

59,769
 61,185
Amortization of debt issuance costs and discount23,604
 29,086
 36,264
22,694

28,514
 23,604
Provision for bad debts5,073
 165
 3,495
(Benefit) provision for bad debts(1,649)
6,885
 5,073
Deferred income taxes(447,168) (275,123) (155,727)(156,129)
(745,341) (447,168)
Net loss on disposal of property, plant and equipment3,256
 2,626
 2,571
Change in fair value of contingent consideration(65,640) 
 
49,949

23,823
 (65,640)
Loss on extinguishment of debt67,484
 31,817
 11,312
51,734


 67,484
Prepayment penalty on long-term debt(31,496) 
 
Asset impairment charges1,390,281
 22,542
 680,198
1,154,376

3,802,493
 1,390,281
Gain on sale of business and other assets(13,550) (8,780) (2,665)
(Gain) loss on sale of business and other assets(13,809)
3,192
 (10,294)
Changes in assets and liabilities which (used) provided cash:     




  
Accounts receivable(274,994) (341,404) (80,195)486,359

(7,387) (274,994)
Inventories29,130
 42,346
 (29,286)147,189

66,876
 29,130
Prepaid and other assets18,283
 51,895
 (22,509)5,345

69,273
 21,283
Accounts payable630
 (96,361) (159,532)
Accrued expenses442,768
 1,549,749
 (167,107)
Accounts payable and accrued expenses(69,608)
(682,515) 443,398
Other liabilities69,926
 (302,251) 487,625
(18,336)
(524,532) 69,926
Income taxes payable/receivable(586,638) (80,251) 31,826
(103,001)
682,066
 (564,659)
Net cash provided by operating activities$62,026
 $337,776
 $298,517
$553,985

$528,143
 $118,501
INVESTING ACTIVITIES:          
Purchases of property, plant and equipment(81,774) (80,425) (96,483)(125,654) (138,856) (81,774)
Proceeds from sale of property, plant and equipment
 174
 1,857
Acquisitions, net of cash acquired(7,650,404) (1,086,510) (3,645)
Acquisitions, net of cash and restricted cash acquired
 (30,394) (7,648,048)
Proceeds from sale of marketable securities and investments1,230
 87,233
 

 34
 1,230
Proceeds from notes receivable17
 32,659
 
Increase in notes receivable
 (35,400) 
Decrease in notes receivable7,000
 
 17
Patent acquisition costs and license fees(43,968) (5,000) (12,000)
 (19,206) (43,968)
Proceeds from sale of business, net1,588,779
 54,521
 8,150
Proceeds from settlement escrow
 11,518
 (11,518)
Increase in restricted cash and cash equivalents(747,649) (633,173) (770,000)
Decrease in restricted cash and cash equivalents688,999
 869,936
 
Other investing activities
 12,614
 
Net cash used in investing activities$(6,244,770) $(771,853) $(883,639)
Proceeds from sale of business and other assets, net223,237
 10,870
 1,588,779
Net cash provided by (used in) investing activities$104,583
 $(177,552) $(6,183,764)

F-10


2015 2014 20132017 2016 2015
FINANCING ACTIVITIES:          
Proceeds from issuance of notes2,835,000
 750,000
 700,000
300,000
 
 2,835,000
Proceeds from issuance of term loans2,800,000
 1,525,000
 
3,415,000
 
 2,800,000
Principal payments on notes(899,875) 
 

 
 (899,875)
Principal payments on term loans(473,376) (1,430,144) (152,032)(3,730,951) (103,625) (473,376)
Proceeds from draw of revolving debt525,000
 
 

 380,000
 525,000
Repayments of revolving debt(300,000) 
 

 (605,000) (300,000)
Principal payments on other indebtedness, net(10,070) (7,588) (3,447)
Principal payments on other indebtedness(6,154) (7,736) (10,070)
Repurchase of convertible senior subordinated notes(247,760) (587,803) 

 
 (247,760)
Sale of AMS mandatorily redeemable preferred shares60,000
 
 
Redemption of AMS mandatorily redeemable preferred shares(60,000) 
 
Payments to settle ordinary share warrants
 (284,454) 
Proceeds from the settlement of the hedge on convertible senior subordinated notes due 2015
 356,265
 
Prepayment penalty on long-term debt
 
 (31,496)
Sale of mandatorily redeemable preferred shares
 
 60,000
Redemption of mandatorily redeemable preferred shares
 
 (60,000)
Deferred financing fees(125,111) (62,715) (10,475)(57,773) (500) (125,111)
Payment for contingent consideration(29,786) 
 (5,000)
Tax benefits of share awards21,979
 35,188
 12,017
Payments for contingent consideration(85,037) (55,896) (29,786)
Payments of tax withholding for restricted shares(15,398) (25,081) (9,781)(2,078) (11,500) (15,398)
Exercise of options27,217
 41,392
 97,129

 1,952
 27,217
Repurchase of ordinary shares(250,088) 
 

 
 (250,088)
Issuance of ordinary shares related to the employee stock purchase plan4,299
 4,617
 5,310

 5,119
 4,299
Issuance of ordinary shares2,300,000
 
 

 
 2,300,000
Payments related to the issuance of ordinary shares(66,956) (4,800) 

 
 (66,956)
Cash distributions to noncontrolling interests
 (5,291) (52,711)
Cash buy-out of noncontrolling interests(39,608) (1,729) (1,485)
 
 (39,608)
Net cash provided by financing activities$6,055,467
 $302,857
 $579,525
Net cash (used in) provided by financing activities$(166,993) $(397,186) $6,001,992
Effect of foreign exchange rate(7,068) (4,037) 1,692
2,515
 436
 (11,269)
NET DECREASE IN CASH AND CASH EQUIVALENTS$(134,345) $(135,257) $(3,905)
LESS: NET DECREASE IN CASH AND CASH EQUIVALENTS OF DISCONTINUED OPERATIONS(997) (14,356) (813)
NET DECREASE IN CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS$(133,348) $(120,901) $(3,092)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD405,696
 526,597
 529,689
CASH AND CASH EQUIVALENTS, END OF PERIOD$272,348
 $405,696
 $526,597
Movement in cash held for sale11,744
 (11,744) 997
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS$505,834
 $(57,903) $(73,543)
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF PERIOD805,180
 863,083
 936,626
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, END OF PERIOD$1,311,014
 $805,180
 $863,083
SUPPLEMENTAL INFORMATION:          
Cash paid for interest$284,985
 $159,492
 $128,452
$467,017
 $429,172
 $284,985
Cash paid for income taxes$42,700
 $36,356
 $70,160
$28,675
 $63,983
 $42,700
Cash received from U.S. Federal tax refunds$29,825
 $759,950
 $162,821
Cash paid into Qualified Settlement Funds for mesh legal settlements$743,132
 $585,165
 $54,500
$668,306
 $831,131
 $743,132
Cash paid out of Qualified Settlement Funds for mesh legal settlements$649,391
 $111,454
 $42,982
$632,176
 $1,134,734
 $649,391
Other cash distributions for mesh legal settlements$27,380
 $26,709
 $
$19,243
 $7,830
 $27,380
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Purchases of property, plant and equipment financed by capital leases$4,234
 $4,784
 $497
Accrual for purchases of property, plant and equipment$4,476
 $11,397
 $8,351
$5,723
 $2,676
 $4,476
Acquisition financed by ordinary shares$2,844,568
 $2,844,279
 $
$
 $
 $2,844,568
Repurchase of convertible senior subordinated notes financed by ordinary shares$625,483
 $55,229
 $
$
 $
 $625,483
See Notes to Consolidated Financial Statements.Statements.

F-11


ENDO INTERNATIONAL PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015, 20142017, 2016 AND 20132015

NOTE 1. DESCRIPTION OF BUSINESS
The accompanying Consolidated Financial Statements of Endo International plc have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP). In periods prior to February 28, 2014, our Consolidated Financial Statements presented the accounts of Endo Health Solutions Inc., which was incorporated under the laws of the State of Delaware on November 18, 1997, and all of its subsidiaries (EHSI). Endo International plc was incorporated in Ireland on October 31, 2013 as a private limited company and re-registered effective February 18, 2014 as a public limited company. Endo International plc was established for the purpose of facilitating the business combination between EHSI and Paladin Labs Inc. (Paladin). On February 28, 2014, we became the successor registrant of EHSI and Paladin in connection with the consummation of certain transactions further described elsewhere in our Consolidated Financial Statements. In addition, on February 28, 2014, the shares of Endo International plc began trading on the NASDAQ under the symbol “ENDP,” the same symbol under which EHSI’s shares previously traded, and on the Toronto Stock Exchange under the symbol “ENL”. References throughout to “ordinary shares” refer to EHSI’s common shares, 350,000,000 authorized, par value $0.01 per share, prior to the consummation of the transactions and to Endo International plc’s ordinary shares, 1,000,000,000 authorized, par value $0.0001 per share, subsequent to the consummation of the transactions. In addition, on February 11, 2014 the Company issued 4,000,000 euro deferred shares of $0.01 each at par.
Unless otherwise indicated or required by the context, references throughout to “Endo”, the “Company”, “we”, “our” or “us” refer to financial information and transactions of EHSI and its consolidated subsidiaries prior to February 28, 2014 and Endo International plc and its consolidated subsidiaries thereafter.
Endo International plc is an Ireland-domiciled, global specialty pharmaceutical company focused on generic and branded and generic pharmaceuticals. Our goal isWe aim to be the premier partner to healthcare professionals and payment providers, delivering an innovative suite of brandedgeneric and genericbranded drugs to meet patients’ needs. Unless otherwise indicated or required by the context, references throughout to “Endo,” the “Company,” “we,” “our” or “us” refer to financial information and transactions of Endo International plc and its subsidiaries. The accompanying Consolidated Financial Statements of Endo International plc and its subsidiaries have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation and Basis of Presentation—Presentation. The Consolidated Financial Statements include the accounts of wholly owned subsidiaries after the elimination of intercompany accounts and transactions.
The Company owns majority controlling interests in certain entities. Additionally, prior to the sale of our HealthTronics business in February 2014, HealthTronics, Inc. owned interests in various partnerships and limited liability corporations where HealthTronics, Inc., as the general partner or managing member, exercised effective control. In accordance with the accounting consolidation principles, we consolidate various entities which neither we nor our subsidiaries own 100%. For additional information relating to the sale of HealthTronics, see Note 3. Divestitures.
Reclassifications—Reclassifications. Certain prior period amounts have been reclassified to conform to the current period presentation. Additionally, as further discussed below under the heading “
Prior to Recent Accounting Pronouncements Adopted or Otherwise Effective as of December 31, 2015,2017,” the Company had classified product sales reserves for chargebacks, rebates, sales incentivesadopted Accounting Standards Update (ASU) No. 2016-09 “Compensation - Stock Compensation” (ASU 2016-09), ASU No. 2016-15 “Classification of Certain Cash Receipts and allowances, certain royalties, distribution service fees, returnsCash Payments” (ASU 2016-15) and allowances as well as fees for services (collectively, revenue reserves) as accrued expenses on its consolidated balance sheet. This classification was basedASU No. 2016-18 “Statement of Cash Flows (Topic 230) - Restricted Cash” (ASU 2016-18) during 2017. The table below presents the effects of these ASUs on the Company’s historical practices, at times, to settle these reserves in cash. In conjunction with our acquisitionConsolidated Statements of Par in September 2015, we re-evaluated our planned settlement practice and determined that we will offset certain customer receivables with amounts due toCash Flows for each of the customers. As a result, we have classified $898.8 million of revenue reserves as reductions from accounts receivable on our consolidated balance sheet as ofyears ended December 31, 2015. We have treated this change on a prospective basis2016 and will2015 (in thousands):
 Prior to Adoption Impact of Adoption of: Subsequent to Adoption
  ASU 2016-09 ASU 2016-15 ASU 2016-18 
For the year ended December 31, 2016:         
Net cash provided by operating activities$524,439
 $3,204
 $
 $500
 $528,143
Net cash provided by (used in) investing activities125,861
 
 
 (303,413) (177,552)
Net cash used in financing activities(393,982) (3,204) 
 
 (397,186)
Effect of foreign exchange rate328
 
 
 108
 436
Movement in cash held for sale(11,744) 
 
 
 (11,744)
Net change (1)$244,902
 $
 $
 $(302,805) $(57,903)
Beginning-of-period balance (2)272,348
 
 
 590,735
 863,083
End-of-period balance (2)$517,250
 $
 $
 $287,930
 $805,180
For the year ended December 31, 2015:         
Net cash provided by operating activities$62,026
 $21,979
 $31,496
 $3,000
 $118,501
Net cash used in investing activities(6,244,770) 
 
 61,006
 (6,183,764)
Net cash provided by financing activities6,055,467
 (21,979) (31,496) 
 6,001,992
Effect of foreign exchange rate(7,068) 
 
 (4,201) (11,269)
Movement in cash held for sale997
 
 
 
 997
Net change (1)$(133,348) $
 $
 $59,805
 $(73,543)
Beginning-of-period balance (2)405,696
 
 
 530,930
 936,626
End-of-period balance (2)$272,348
 $
 $
 $590,735
 $863,083
__________
(1)This line refers to the “Net increase (decrease) in cash and cash equivalents” prior to the adoption of ASU 2016-18 and the “Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents” after the adoption.
(2)These lines refer to the beginning or end of period amounts of “Cash and cash equivalents” prior to the adoption of ASU 2016-18 and the beginning or end of periods amounts of “Cash, cash equivalents, restricted cash and restricted cash equivalents” after the adoption.
The adoption of ASU 2016-09 and ASU 2016-15 did not adjust any amounts previously reported in our consolidated financial statements. Amounts related to similar reserves classified as accrued expenses on our consolidated balance sheet asaffect the Company’s Consolidated Statement of Cash Flows for the year ended December 31, 2014 totaled $441.5 million.
In April 2015,2017. The primary impact of adopting ASU 2016-18 on the FASB issued ASU No. 2015-03, “SimplifyingCompany’s 2017 Consolidated Statement of Cash Flows was to exclude the Presentationcash flow effect of Debt Issuance Costs” (ASU 2015-03). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The Company adopted ASU 2015-03 on December 31, 2015. As of December 31, 2015 and 2014, the Company had $138.4 million and $85.4$36.2 million of net deferred financing costs that were reclassifiedincreases in restricted cash and cash equivalents from Other assets to a reduction innet cash provided by investing activities for the carrying amount of Long-term debt, less current portion, net in the Consolidated Balance Sheets.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17). ASU 2015-17 simplifies the presentation of deferred income taxes by requiring that all deferred income tax assets and liabilities be classified as non-current in the consolidated balance sheet. The Company adopted ASU 2015-17 onyear ended December 31, 2015 on a prospective basis. As of December 31, 2015, the Company had $329.7 million and $81.8 million of Deferred income tax assets and Deferred income tax liabilities, respectively, that were reclassified from current to non-current in the Consolidated Balance Sheets.2017.

F-12


Prior periods were not retrospectively adjusted. Amounts that would have been reclassified from current to non-current on our Consolidated Balance Sheets as of December 31, 2014 if the change was applied retrospectively totaled $562.0 million Deferred income tax assets and $22.0 thousand Deferred income tax liabilities, respectively.
Use of Estimates—Estimates. The preparation of our Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thedisclosures in our Consolidated Financial Statements, including the notes thereto, and the reported amounts of revenues and expenses during the reporting period. Significantelsewhere in this report. For example, we are required to make significant estimates and assumptions are required in the determination ofrelated to revenue recognition, andincluding sales deductions, for estimated chargebacks, rebates, sales incentives and allowances, certain royalties, distribution service fees, returns and allowances. Significant estimates and assumptions are also required when determining the fair value of certain financial instruments, the valuation of long-lived and indefinite-lived assets, goodwill, other intangibles, income taxes, contingencies and share-based compensation.compensation, among others. Some of these judgmentsestimates can be subjective and complex, and, consequently, actual results may differ from these estimates. Ourcomplex. Although we believe that our estimates often are based on complex judgments, probabilities and assumptions that we believe to beare reasonable, but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by us, there may also be other reasonable estimates or assumptions that differ significantly from ours. Further, our estimates and assumptions are reasonable.based upon information available at the time they were made. Actual results may differ significantly from our estimates.
We regularly evaluate our estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, our estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Market conditions, such as illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency rates and economic downturn, can increase the uncertainty already inherent in our estimates and assumptions. We adjust our estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our Consolidated Financial Statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. We also are subject to other risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in the healthcare environment, competition, litigation, legislation and regulations. We adjust our estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our Consolidated Financial Statements on a prospective basis.
Customer, Product and Supplier Concentration—Concentration. We primarily sell our generic and branded pharmaceuticals to wholesalers, retail drug store chains, supermarket chains, mass merchandisers, distributors, mail order accounts, hospitals and government agencies. Our wholesalers and distributors purchase products directly to a limited number of large pharmacy chainsfrom us and, through a limited number of wholesale drug distributors who, in turn, supply products to retail drug store chains, independent pharmacies and managed health care organizations. Customers in the managed health care market include health maintenance organizations, nursing homes, hospitals, governmental agenciesclinics, pharmacy benefit management companies and physicians.mail order customers. Total revenues from direct customers whothat accounted for 10% or more of our total consolidated revenues during the years ended December 31, 2017, 2016 and 2015 are as follows:
2015 2014 20132017 2016 2015
Cardinal Health, Inc.21% 21% 26%25% 26% 21%
McKesson Corporation31% 31% 32%25% 27% 31%
AmerisourceBergen Corporation23% 16% 19%25% 25% 23%
Revenues from these customers are included within each of our U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals segments.
Products thatVASOSTRICT® accounted for 12% of our 2017 total revenues. No other products accounted for 10% or more of our total revenues during the years ended December 31, were as follows:
 2015 2014 2013
Lidoderm®
4% 7% 28%
OPANA® ER
5% 8% 11%
2017, 2016 or 2015.
We have agreements with Novartis Consumer Health, Inc., Novartis AG, Sandoz, Inc., Teikoku Seiyaku Co., Ltd., Noramco, Inc., Grünenthal GmbH, Sharp Corporation and Jubilant HollisterStier Laboratories LLCcertain third parties for the manufacture, supply and supplyprocessing of a substantial portioncertain of our existing pharmaceutical products. Additionally, we utilize UPS Supply Chain Solutions, Inc. for certain customer service support, warehouse and distribution services. See Note 14. Commitments and Contingencies for further information.information on material manufacturing, supply and other service agreements.
We are subject to risks and uncertainties associated with these concentrations that could have a material adverse effect on our financial position and results of operations in future periods, including in the near term.
Revenue Recognition—
Pharmaceutical Products
Recognition. Our net pharmaceutical product sales consistrevenue consists almost entirely of revenues from sales of our pharmaceutical products less estimates for chargebacks, rebates,to customers, whereby we ship product to a customer pursuant to a purchase order, which typically corresponds and/or makes reference to a master agreement with that customer, and invoice the customer upon shipment. For sales incentives and allowances, certain royalties, distribution service fees, returns and allowancessuch as well as fees for services. Wethese, we recognize revenue for product sales when title and risk of loss has passed to the customer, which is typically upon delivery to the customer, when estimated provisions for revenue reserves are reasonably determinable and when collectability is reasonably confirmed. The amount of revenue we recognize is equal to the selling price, adjusted for our estimates of a number of significant sales deductions, which are further described below.
Revenue from the launch of a new or significantly unique product for which we are unable to develop the requisite historical data on which to base estimates of returns and allowances due to the uniqueness of the therapeutic area or delivery technology as compared to other products in our portfolio and in the industry, may be deferred until such time that an estimate can be determined, all of the conditions above are met and when the product has achieved market acceptance, whichacceptance. For these products, revenue is typically recognized based on dispensed prescription data and other information obtained prior to and during the period following launch.

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Other
Product royalties received from third party collaboration partners and licensees of our products and patents are recorded as part of Total revenues. Royalties are recognized as earned in accordance with the contract terms when royalties from third parties can be reasonably estimated and collectability is reasonably confirmed. If royalties cannot be reasonably estimated or collectability of a royalty amount is not reasonably confirmed, royalties are recognized as revenue when the cash is received.
Milestone payments earned by the Company under out-license agreements are recorded in Total revenues. Revenue from these milestone payments is recognized as revenue ratably from the point in which the milestone is achieved over the remaining performance period. See Note 11. License and Collaboration Agreements for specific agreement details.
Sales Deductions—Deductions. When we recognize net salesrevenue from the sale of our pharmaceutical products, we simultaneously record an adjustment to revenue for estimated revenue reserves.chargebacks, rebates, sales incentives and allowances, DSA and other fees for services, returns and allowances. These provisionssales deductions are estimated based on historical experience, estimated future trends, estimated customer inventory levels, current contract sales terms with our wholesaledirect and indirect customers and other competitive factors. We subsequently review our provisions for our various sales deductions based on new or revised information that becomes available to us and make revisions to our estimates if and when appropriate. If the assumptions we used to calculate these adjustmentsour provisions for sales deductions do not appropriately reflect future activity, our financial position, results of operations and cash flows could be materially impacted.

Research and Development—Development (R&D). Expenditures for research and development are expensed as incurred. In addition to upfront and milestone payments, totalTotal R&D expenses include the costs of discovery research, preclinical development, early- and late-clinical development and drug formulation, as well as clinical trials, medical support of marketed products, upfront, milestone and other payments under third-party collaborations and contracts and other costs. R&D spending also includes enterprise-wide costs which support our overall R&D infrastructure. Property, plant and equipment that are acquired or constructed for research and development activities and that have alternate future uses are capitalized and depreciated over their estimated useful lives on a straight-line basis. UpfrontContractual upfront and milestone payments made to third parties in connection with agreements with third parties are generallygenerally: (i) expensed as incurred up to the point of regulatory approval. Payments made to third parties subsequent to regulatory approval are generallyand (ii) capitalized and amortized over the related product’s remaining useful life of the related product.subsequent to regulatory approval. Amounts capitalized for such payments are included in Other intangibles, net in the Consolidated Balance Sheets.
Cash and Cash Equivalents—Equivalents. The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2015,2017, cash equivalents were deposited in financial institutions and consisted of immediately available fund balances.balances and time deposits. The Company maintains its cash deposits and cash equivalents with financial institutions it believes to be well-known and stable financial institutions.stable.
Restricted Cash and Cash Equivalents—Equivalents. Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Restricted cashexcluded from Cash and cash equivalents in the Consolidated Balance Sheets. At December 31, 2015, restricted cash and cash equivalents totaled $585.4 million, of which $579.0 million is held in Qualified Settlement Funds for mesh product liability settlement agreements. The restricted cash related to Qualified Settlement Funds are for payments related to the Company’s vaginal mesh liability. SeeFor additional information see Note 14. Commitments and Contingencies for further information relating to the vaginal mesh liability. At December 31, 2014, restricted cash and cash equivalents totaled $530.9 million, of which $485.2 million was held in Qualified Settlement Funds for mesh product liability settlement agreements, and $40.2 million was held in an escrow account, primarily for the purpose of guaranteeing amounts required to be paid to Litha Healthcare Group Limited’s (Litha) security holders in connection with acquisition of Litha’s remaining outstanding issued share capital.7. Fair Value Measurements.
Marketable Securities—Securities. The Company has equity securities, which consist of investments in the stock of publicly traded companies. For additional information see Note 7. Fair Value Measurements.
Accounts Receivable—Receivable. Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. In addition, accounts receivable is reduced by certain sales deduction reserves where we have the right of offset with the customer.
Concentrations of Credit RiskRisk. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents, restricted cash equivalents, marketable debt securities and accounts receivable. We invest our excess cash in high-quality, liquid money market instruments and time deposits maintained by major U.S. banks and financial institutions. We have not experienced any losses on our cash equivalents.
We perform ongoing credit evaluations of our customers and generally do not require collateral. We have no history of significant losses from uncollectible accounts. Approximately 77%89% and 76%84% of our gross trade accounts receivable balancebalances represent amounts due from three customers (Cardinal Health, Inc., McKesson Corporation and AmerisourceBergen Corporation) at December 31, 20152017 and 2014,2016, respectively.
We do not expect our current or future exposures to credit risk exposures to have a significant impact on our operations. However, there can be no assurance that our businessany of these risks will not experience anyhave an adverse impact from credit risk in the future.effect on our business.
Inventories—Inventories. Inventories consist of finished goods held for distribution, raw materials, work-in-process and work-in-process. Our inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. We write-down inventories to net realizable

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value based on forecasted demand and market conditions, which may differ from actual results.finished goods. Inventory that is in excess of the amount expected to be sold within one year is classified as long-term inventory and is recorded in Other Assetsassets in the Consolidated Balance Sheets. The Company capitalizes inventory costs associated with certain generic products prior to regulatory approval and product launch when it is reasonably certain, based on management’s judgment of future commercial use and net realizable value, that the pre-launch inventories will be saleable. The determination to capitalize is made on a product-by-product basis once: (i) the Company (or its third party development partners) has filed an ANDA that has been acknowledged by the FDA as containing sufficient information to allow the FDA to conduct its review in an efficient and timely manner and (ii) management is reasonably certain that all regulatory and legal requirements will be cleared. The Company could be required to write down previously capitalized costs related to pre-launch inventories upon a change in such judgment, a denial or delay of approval by regulatory bodies, a delay in commercialization or other potential factors. Our inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method and includes materials, direct labor and an allocation of overhead. Net realizable value is determined by the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When necessary, we write-down inventories to net realizable value based on forecasted demand and market and regulatory conditions, which may differ from actual results.

Property, plantPlant and equipment—Equipment. Property, plant and equipment is generally stated at cost less accumulated depreciation. Major improvements are capitalized, while routine maintenance and repairs are expensed as incurred. Costs incurred on assets underduring the construction or development of property plant and equipment are capitalized as constructionassets under construction. Once an asset has been put into service, depreciation expense is in progress. Depreciation is computedtaken over the estimated useful life of the related assets on a straight-line basis. Leaseholdor, in the case of leasehold improvements and capital lease assets, are depreciated on a straight-line basis over the shorter of theirthe estimated useful liveslife or the terms of their respective leases.lease term. Depreciation expense is recorded on a straight-line basis. Depreciation expense is not recorded on assetsAssets held for sale. Gains and losses on disposals are included in Other (income) expense, (income), net in the Consolidated Statements of Operations.
Depreciation is based on the following estimated useful lives, as of December 31, 2015:2017:
 Range of Useful Lives (1), from:
Buildings810 yearsto4530 years
Machinery and equipment2 yearsto2015 years
Leasehold improvements2 yearsto10 years
Computer equipment and software2 years1 yearto107 years
Assets under capital leaseShorter of useful life or lease term
Furniture and fixtures23 yearsto10 years
__________
(1)
The useful lives for certain fixed assets have been reduced in connection with our 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, which is further described in Note 4. Restructuring. The ranges of useful lives above do not include such assets.
Computer Software—Software. The Company capitalizes certain costs incurred in connection with obtaining or developing internal-use software, including external direct costs of material and services, and payroll costs for employees directly involved with the software development. Capitalized software costs are included in Property, plant and equipment, net in the Consolidated Balance Sheets and amortizeddepreciated beginning when the software project is substantially complete and the asset is ready for its intended use. Costs incurred during the preliminary project stage and post-implementation stage, as well as maintenance and training costs, are expensed as incurred.
Lease Accounting—Accounting. The Company accounts for operating lease transactions by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date it gains possession of leased property. The Company includes tenant improvement allowances and rent holidays received from landlords and the effect of any rent escalation clauses as adjustments to straight-line rent expense over the expected life of the lease.
Capital lease transactions are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under capital leases are recorded in Property, plant and equipment, net in the Consolidated Balance Sheets and depreciated in a manner similar to other Property, plant and equipment.
Certain construction projects may be accounted for as direct financing arrangements, whereby the Company records, over the construction period, the full cost of the asset in Property, plant and equipment, net in the Consolidated Balance Sheets. A corresponding liability is also recorded, net of leasehold improvements paid for by the Company, and is amortized over the expected lease term through monthly rental payments using an effective interest method. Assets recorded under direct financing arrangements are depreciated over the lease term.
License Rights—Finite-Lived Intangible Assets. The costOur finite-lived intangible assets, which consist of licenseslicense rights and developed technology, are either expensed immediately or, if capitalized, are stated at cost, less accumulated amortization and are amortized using the straight-line method over their estimated useful lives ranging from 3 years to 15 years, with a weighted average useful life of approximately 10 years. We determine amortization periods for licenses based on our assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental and regulatory issues, and contractual terms. Amortization expense is not recorded on assets held for sale.
Customer Relationships—Acquired customer relationships areinitially recorded at fair value upon acquisition. All customer relationshipThere are several methods that can be used to determine fair value. For intangible assets, relatewe typically use the income method. This method starts with our forecast of all of the expected future net cash flows. Revenues are estimated based on relevant market size and growth factors, expected industry trends, individual project life cycles and, if applicable, the life of any estimated period of marketing exclusivity, such as that granted by a patent. The pricing, margins and expense levels of similar products are considered if available. These cash flows are then adjusted to our AMS business and are classified as Assets held for sale inpresent value by applying an appropriate discount rate that reflects the Consolidated Balance Sheets. Amortization expense is not recorded on assets held for sale.risk factors associated with the cash flow streams.
Trade names—Acquired trade names are recorded at fair value upon acquisition and, ifTo the extent an intangible asset is deemed to have definite lives, area finite life, it is then amortized over its estimated useful life using either the straight-line method over their estimatedor, in the case of certain developed technology assets, the economic benefit model. The values of these various assets are subject to continuing scientific, medical and marketplace uncertainty. Factors giving rise to our initial estimate of useful lives of approximately 12 years. We determine amortization periods for trade names based on our assessment of various factors impacting estimated useful lives and cash flows from the acquired assets. Such factors include the strength of the trade name and our plans regarding the future use of the trade name.are subject to change. Significant changes to any of these factors may result in a reduction in the useful life of the asset and an acceleration of related amortization expense, which could cause our operating income, net income and net income per share to decrease. Amortization expense is not recorded on assets held for sale.

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Developed Technology—License Rights. Acquired developed technology is recorded at fair value upon acquisition and is amortized using the economic benefit model or the straight-line method, over the estimatedOur license rights have useful lifelives ranging from 3 years to 2015 years, for our intangibles relating to continuing operations, with a weighted average useful life of approximately 12 years. We determine amortization periods for licenses based on our assessment of various factors including the expected launch date of the product, the strength of the intellectual property protection of the product, contractual terms and various other competitive, developmental and regulatory issues.

Developed Technology. Our developed technology assets have useful lives ranging from 1 year to 20 years, with a weighted average useful life of approximately 11 years. We determine amortization periods and method of amortization for developed technology assets based on our assessment of various factors impacting estimated useful lives and timing and extent of estimated cash flows of the acquired assets. Such factors includeassets including the strength of the intellectual property protection of the product, contractual terms and various other competitive and regulatory issues, and contractual terms. Significant changes to any of these factors may result in a reduction in the useful life of the asset and an acceleration of related amortization expense, which could cause our operating income, net income and net income per share to decrease. Amortization expense is not recorded on assets held for sale. The value of these assets is subject to continuing scientific, medical and marketplace uncertainty.issues.
Long-Lived Asset Impairment TestingTesting. Long-lived assets, which includeincluding property, plant and equipment and definite-livedfinite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate the carrying amountamounts of the assetassets may not be recoverable. The impairment testing involvesRecoverability of an asset that will continue to be used in our operations is measured by comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by thatrelated to the asset. In the event the carrying amount of the asset exceeds theits undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists.may exist. An impairment loss, if any, is measured as the excess of the asset’s carrying amount over its fair value.value, generally based on a discounted future cash flow method, independent appraisals or preliminary offers from prospective buyers. An impairment loss iswould be recognized in net incomethe Consolidated Statements of Operations in the period that the impairment occurs.
In-Process Research and Development Assets (IPR&D). The fair value of IPR&D acquired in a business combination is determined based on the present value of each research project’s projected cash flows using an income approach. Future cash flowsassets are predominately based on the net income forecast of each project, consistent with historical pricing, margins and expense levels of similar products. Revenues are estimated based on relevant market size and growth factors, expected industry trends, individual project life cycles and the life of each research project’s underlying patent. In determining the fair value of each research project, expected cash flows are adjusted for the technical and regulatory risk of completion.
IPR&D is initially capitalized and considered indefinite-lived intangible assets. Similar to finite-lived intangible assets, IPR&D assets are initially recorded at fair value. While amortization expense is not initially recorded for IPR&D assets, these assets are subject to annual impairment reviews. The reviews, whichImpairment tests for an IPR&D asset occur at least annually on October 1st of each year, but also whenever events or more frequently uponchanges in circumstances indicate that the occurrence of certain events, requires the determination of the fair value of the respective intangible assets.asset might be impaired. If the fair value of the intangible assets is less than its carrying amount, an impairment loss is recognized for the difference. For those assets that reach commercialization, the assets are reclassified as finite-lived intangible assets and amortized over the expected useful lives.
Goodwill—Goodwill. Goodwill,Acquisitions meeting the definition of business combinations are accounted for using the acquisition method of accounting, which representsrequires that the purchase price be allocated to the net assets acquired at their respective fair values. Any excess of the purchase price over the estimated fair valuevalues of the net assets acquired is carried at cost. Goodwillrecorded as goodwill. While amortization expense is not amortized; rather, itrecorded on goodwill, goodwill is subject to a periodic assessmentimpairment reviews. Impairment tests for impairment by applying a fair value based test. Goodwill is assessed for impairmentgoodwill occur at least annually on an annual basis, as of October 1st1st of each year, or more frequently ifbut also whenever events or changes in circumstances indicate that the asset might be impaired. The
As further described below under the heading “Recent Accounting Pronouncements Adopted or Otherwise Effective as of December 31, 2017,” effective January 1, 2017, we early adopted Accounting Standards Update (ASU) No. 2017-04 “Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment” (ASU 2017-04). Subsequent to adoption, we perform our goodwill impairment model requires a two-step method for determining goodwill impairment. In the first step, we determinetests by comparing the fair value of each of our reporting units using an appropriate valuation methodology. Ifwith the net book value ofcarrying amount. Any goodwill impairment charge we recognize for a reporting unit is equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value, we would then perform the second step of the impairment test which requires allocation of the reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations. Any residual fair value is allocated to goodwill. An impairment charge is recognized only when the implied fair value of our reporting unit’s goodwill is less than its carrying amount.value.
Contingencies—Contingencies. The Company is subject to various patent challenges, product liability claims, government investigations and other legal proceedings in the ordinary course of business. Legal fees and other expenses related to litigation are expensed as incurred and included in Selling, general and administrative expenses or Discontinued operations, net of tax in the Consolidated Statements of Operations. Contingent accruals and legal settlements are recorded with a corresponding charge toin the Consolidated Statements of Operations as Litigation-related and other contingencies, net (or Discontinued operations, net in the Consolidated Statementscase of Operationsvaginal mesh matters) when the Company determines that a loss is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, our assessmentsestimates of the probability and amount of any such liabilities involve significant judgment regarding future events. The Company records a receivable from its product liability insurance carriers only when the resolution of any dispute has been reached and realization of the potential claim for recovery is considered probable.
Contingent ConsiderationConsideration. Certain of the Company’s business acquisitions involve the potential for future payment of consideration that is contingent upon the achievement of operational and commercial milestones and royalty payments on future product sales. The fair value of contingent consideration liabilities is determined at the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows, the probability of success (achievement of the contingent event) and the risk-adjusted discount rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period, the Company remeasures its contingent consideration liability is remeasured atto its current fair value, with changes recorded in earnings. Changes into any of the inputs used in determining fair value may result in a significantly different fair value adjustment.
Convertible Senior Subordinated Notes—We accounted for the issuance of our 1.75% Convertible Senior Subordinated Notes due April 2015 (the Convertible Notes) in accordance with the guidance regarding the accounting for convertible debt instruments that may be settled in cash upon conversion, which among other items, specifies that contracts issued or held by an entity that are both (1) indexed to the entities own ordinary shares and (2) classified in shareholders’ equity in its statement of financial position are not

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considered to be derivative financial instruments if the appropriate provisions are met. Accordingly, we recorded the Convertible Notes as debt in the Consolidated Balance Sheets.
Convertible Notes Hedge & Warrants—Concurrent with the issuance of the Convertible Notes we entered into privately negotiated ordinary share call options with affiliates of the initial purchasers. In addition, we sold warrants to affiliates of certain of the initial purchasers. In addition to entering into the convertible note hedge transaction and the warrant transaction, we entered into a privately negotiated, accelerated share repurchase agreement with the same counterparty, as part of our broader share repurchase program described in Note 16. Shareholders' Equity. We accounted for the call options, warrants, and accelerated share repurchase agreement in accordance with the guidance regarding the accounting derivative financial instruments indexed to, and potentially settled in, a company’s own stock. The call options, warrants, and accelerated share repurchase agreement meet the requirements to be accounted for as equity instruments. The cost of the call options and the proceeds related to the sale of the warrants are included in Additional paid-in capital in the Consolidated Balance Sheets.
Share Repurchases—Repurchases. The Company accounts for the repurchase of ordinary shares at par value. Under applicable Irish law, ordinary shares repurchased are retired and not displayed separately as treasury stock. Upon retirement of the ordinary shares, the Company records the difference between the weighted average cost of such ordinary shares and the par value of the ordinary shares as an adjustment to Accumulated deficit in the Consolidated Balance Sheets.
Advertising Costs—Costs. Advertising costs are expensed as incurred and included in Selling, general and administrative expenses in the Consolidated Statements of Operations andOperations. Advertising costs amounted to $57.9$42.0 million, $28.1$47.9 million and $31.6$57.9 million for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

Cost of RevenuesRevenues. Cost of revenues includes all costs directly related to bringing both purchased and manufactured products to their final selling destination. It includesAmounts include purchasing and receiving costs, direct and indirect costs to manufacture products including direct materials, direct labor and direct overhead expenses necessary to acquire and convert purchased materials and supplies into finished goods. Cost of revenues also includesgoods, royalties paid or owed by Endo on certain in-licensed products, inspection costs, depreciation of certain property, plant and equipment, amortization of intangible assets, warehousing costs, freight charges, costs to operate our equipment and other shipping and handling activity.costs, among others.
Share-Based Compensation—Compensation. Share-basedThe Company grants share-based compensation forawards to certain employees and non-employee directors is measured atdirectors. Generally, the grant date based on the estimatedgrant-date fair value of theeach award and is recognized as an expense over the requisite service period. However, expense recognition differs in the case of certain performance share units where the ultimate payout is performance-based. For these awards, at each reporting period, the Company estimates the ultimate payout and adjusts the cumulative expense based on its estimate and the percent of the requisite service period that has elapsed. Share-based compensation expense is reduced for estimated future forfeitures. These estimates are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. New ordinary shares are generally issued upon the exercise of stock options or vesting of stock awards by employees and non-employee directors.
Foreign Currency Translation—Currency. The Company's operations utilizeCompany operates in various jurisdictions both inside and outside of the U.S. While the Company’s reporting currency is the U.S. dollar (USD) or, the Company has concluded that certain of its distinct and separable operations have functional currencies other than the USD. Further, certain of the Company’s operations hold assets and liabilities and recognize income and expenses denominated in various local currencies, which may differ from their functional currencies.
Assets and liabilities are first remeasured from local currency as theto functional currency, where applicable. The company identifies its separate and distinct foreign entities and groups the foreign entities into two categories: 1) extension of the parent (USD functional currency) and 2) self-contained (local functional currency). If a foreign entity does not align with either category, factors are evaluated and a judgment is made to determine the functional currency.
For foreign entities where the USD is the functional currency, all foreign currency-denominated asset and liability amounts are re-measured into USD atgenerally using end-of-period exchange rates. Foreign currency income and expenses are generally remeasured using average exchange rates except forin effect during the year. In the case of nonmonetary assets and liabilities such as inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, whichand related income statement amounts, such as depreciation expense, historical exchange rates are re-measuredused for remeasurement. The net effect of remeasurement is included in Other (income) expense, net in the Consolidated Statements of Operations.
As part of the Company’s consolidation process, assets and liabilities of entities with functional currencies other than the USD are translated into USD at historicalend-of-period exchange rates. Foreign currency incomeIncome and expenses are re-measured attranslated using average exchange rates in effect during the year, except for expenses related to balance sheet amounts re-measured at historical exchange rates. Exchange gains and losses arising from re-measurementyear. The net effect of translation is included as foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur.
For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation, adjustments are reported, net of their related tax effects, as a component of accumulated otherOther comprehensive income (loss). Upon the sale or liquidation of an investment in equity. Assets and liabilities denominated in other thana foreign operation, the localCompany records a reclassification adjustment out of Other comprehensive income (loss) for the accumulated amount of currency are re-measured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period.translation.
Income Taxes—Taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including projected future taxable income, tax-planning strategies and results of recent operations. In the event that the Company were to determine that it would be

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able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income tax.
The Company records uncertain tax positions in accordance with Accounting Standards Codification (ASC) Topic 740, Income Taxes, on the basis of a two-step process whereby the Company first determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and then measures those tax positions that meet the more-likely-than-not recognition threshold. The Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the incomeIncome tax expense (benefit) line in the accompanying Consolidated Statements of Operations. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets.
Comprehensive Income—Income. Comprehensive income or loss includes all changes in equity during a period except those that resulted from investments by or distributions to a company’s shareholders. Other comprehensive income or loss refers to revenues, expenses, gains and losses that are included in comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity.

Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted at December 31, 2017
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards update (ASU)ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Companya company expects to be entitled to receive in exchange for those goods or services. This ASU sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”Date,” (ASU 2015-14), which defers the effective date of ASU No. 2014-09 by one year, but permits entitiescompanies to adopt one year earlier if they choose (i.e., the original effective date). As such, ASU No. 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017. In March and April 2016, the FASB issued ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)” and ASU No. 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” respectively, which clarifies the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016, the FASB issued ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients,” which amends certain narrow aspects of Topic 606, and in December 2016, the FASB issued ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amends certain narrow aspects of Topic 606.
The new revenue recognition standard is effective for the Company currently plans to adopt this ASU on January 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluatingfinalizing its analysis of the impact of ASU 2014-09 on the Company’sits consolidated results of operations and financial position.
In April 2015, The Company established a cross-functional implementation team consisting of representatives from across its business segments, which has substantially completed a diagnostic assessment of the FASB issued ASU No. 2015-03, “Simplifyingimpact of the Presentationstandard on its contract portfolio, including review of Debt Issuance Costs” (ASU 2015-03). ASU 2015-03 requires debt issuance costs relatedcustomer contracts, as well as the Company’s current accounting policies and practices to a recognized debt liabilityidentify potential differences that would result from applying the requirements of the new standard to its revenue contracts. Based on this assessment, the Company does not expect the impact to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. In August 2015, the FASB issued ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements” (ASU 2015-15). The amendments in ASU 2015-15 state that an entity may defer and present debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 and ASU 2015-15 are effective for fiscal years beginning after December 15, 2015, with early adoption permitted, and require retrospective application. The Company adopted ASU 2015-03 and 2015-15 on December 31, 2015. As of December 31, 2015 and 2014, the Company had $138.4 million and $85.4 million of net deferred financing costs that were reclassified from Other assetsmaterial to a reduction in the carrying amount of Long-term debt, less current portion, net in the Consolidated Balance Sheets.
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (ASU 2015-05). ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. In addition, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets as a result of the guidance in ASU 2015-05. ASU 2015-05 is effective for annual periods beginning after December 15, 2015 and interim periods in annual periods beginning after December 15, 2016, with early adoption permitted. Companies may use either a full retrospective approach or a prospective approach entered into or materially modified after the effective date to adopt this ASU.its consolidated financial statements. The Company is also finalizing its evaluation of the internal control implications associated with the adoption of the new standard, including the identification and implementation, if necessary, of changes to its business processes, systems and controls to support recognition and disclosure under the new standard.
The majority of the Company’s revenue is generated from product sales and the Company currently evaluatingdoes not anticipate a significant impact to revenue related to these arrangements. In certain limited situations, under current GAAP, the Company has deferred revenue for certain product sales because the sales price was not deemed to be fixed or determinable. Under the new standard, the Company will be required to estimate the variable consideration associated with these transactions and record revenue at the point of sale.
The Company also generates revenue from certain less significant transactions, including certain licensing arrangements. The Company has substantially completed its preliminary evaluation of the impact of ASU 2015-05the new standard on these other transactions and does not anticipate a significant impact on revenue related to these arrangements; however, this analysis is preliminary and remains subject to change.
The two permitted transition methods under the Company’s consolidated results of operations and financial position.
In July 2015,new standard are the FASB issued ASU No. 2015-11, “Simplifyingfull retrospective method, in which case the Measurement of Inventory” (ASU 2015-11). ASU 2015-11 states that an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update shouldstandard would be applied prospectively and early application is permitted. The Company is currently evaluating the impact of ASU 2015-11 on the Company’s consolidated results of operations and financial position.

F-18


In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” (ASU 2015-16). This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in theeach prior reporting period in which the adjustment amounts are determined, includingpresented and the cumulative effect of applying the change in the provisional amount as if the accounting had been completedstandard would be recognized at the acquisition date. The adjustments related to previous reporting periods sinceearliest period shown, or the acquisitionmodified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date must be disclosed by income statement line item either on the face of the income statement or in the footnotes. For public entities, the new standard is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted.initial application. The Company adopted ASU 2015-16 on July 1, 2015. Accordingly,will utilize the Company applied the amendments in this update to the measurement period adjustments made during the six months ended December 31, 2015. See Note 5. Acquisitions for more information regarding adjustments to provisional amounts that occurred during 2015.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classificationmodified retrospective method of Deferred Taxes” (ASU 2015-17). ASU 2015-17 simplifies the presentation of deferred income taxes by requiring that all deferred income tax assets and liabilities be classified as non-current in the consolidated balance sheet. For public entities, the new standard is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The ASU may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company adopted ASU 2015-17 on December 31, 2015 on a prospective basis. As of December 31, 2015, the Company had $329.7 million and $81.8 million of Deferred income tax assets and Deferred income tax liabilities, respectively, that were reclassified from current to non-current in the Consolidated Balance Sheets. Prior periods were not retrospectively adjusted. Amounts that would have been reclassified from current to non-current on our Consolidated Balance Sheets as of December 31, 2014 if the change was applied retrospectively totaled $562.0 million Deferred income tax assets and $22.0 thousand Deferred income tax liabilities, respectively.adoption.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiringrequires lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-02 on the Company’s consolidated results of operations and financial position.
In May 2017, the FASB issued ASU No. 2017-09 “Compensation - Stock Compensation” (ASU 2017-09). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. It is intended to reduce both (1) diversity in practice and (2) cost and complexity when accounting for changes to the terms or conditions of share-based payment awards. ASU 2017-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company adopted the new standard on January 1, 2018 and the amendments in this update will be applied prospectively to any award modified on or after the adoption date.

In February 2018, the FASB issued ASU No. 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02). ASU 2018-02 allows for a reclassification from accumulated other comprehensive income or loss to retained earnings or accumulated deficit for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (TCJA). ASU 2018-02 also requires certain related disclosures. ASU 2018-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2018-02.
Recent Accounting Pronouncements Adopted or Otherwise Effective as of December 31, 2017
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (ASU 2015-11). ASU 2015-11 states that an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted ASU 2015-11 on January 1, 2017 and the adoption did not impact the Company’s consolidated results of operations and financial position.
As discussed above under the heading “Reclassifications,” in March 2016, the FASB issued ASU 2016-09. ASU 2016-09 changes how companies account for certain aspects of share-based payments to employees including: (i) requiring all income tax effects of awards to be recognized in the income statement, rather than in additional paid in capital, when the awards vest or are settled, (ii) eliminating the requirement that excess tax benefits be realized before companies can recognize them, (iii) requiring companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, (iv) increasing the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation, (v) requiring an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows and (vi) electing whether to account for forfeitures of share-based payments by (a) recognizing forfeitures of awards as they occur or (b) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted the new guidance on January 1, 2017 on a prospective basis, except for the provision requiring companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, which was adopted retrospectively. As a result of the adoption, during the year ended December 31, 2017, the Company did not recognize any tax expense in its Consolidated Statement of Operations that would have been recorded as additional paid-in capital prior to adoption. The table above under the heading “Reclassifications” presents the retrospective effects of the adoption of ASU 2016-09 on the Company’s Consolidated Statements of Cash Flows, which related to the reclassification of excess tax benefits. The adoption of ASU 2016-09 did not impact beginning retained earnings and the Company will continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. None of the other provisions in this amended guidance had a significant impact on the Company’s consolidated financial statements.
As discussed above under the heading “Reclassifications,” in August 2016, the FASB issued ASU 2016-15. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. One of the provisions of ASU 2016-15 is that cash outflows for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities, rather than operating activities. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period, but all of ASU 2016-15 must be adopted in the same period. All updates should be applied using a retrospective transition method. The Company early adopted ASU 2016-15 on December 31, 2017. The table above under the heading “Reclassifications” presents the retrospective effects of the adoption of ASU 2016-15 on the Company’s Consolidated Statements of Cash Flows, which related to the reclassification of cash outflows for debt prepayment costs.
In October 2016, the FASB issued ASU No. 2016-16 “Intra-Entity Transfers of Assets Other Than Inventory” (ASU 2016-16). ASU 2016-16 states that an entity should recognize the income tax consequences when an intra-entity transfer of an asset other than inventory occurs. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted as long as it is adopted in the first interim period of a fiscal year beginning after December 15, 2016. The Company early adopted ASU 2016-16 on January 1, 2017, resulting in the elimination of previously recorded deferred charges that were established in 2016. Specifically, the Company eliminated a $24.1 million current deferred charge and a $348.8 million non-current deferred charge that were reflected in our Consolidated Balance Sheet at December 31, 2016 as Prepaid expenses and other current assets and Other assets, respectively. The eliminations of these deferred charges were recorded as adjustments to retained earnings as of January 1, 2017. On adoption, the Company also recorded net deferred tax assets, primarily related to certain intangible assets and tax deductible goodwill, of $479.7 million, fully offset by a corresponding valuation allowance.

As discussed above under the heading “Reclassifications,” in November 2016, the FASB issued ASU 2016-18. ASU 2016-18 states that a statement of cash flows should explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period, and all updates should be applied using a retrospective transition method. The Company early adopted ASU 2016-18 on December 31, 2017. The table above under the heading “Reclassifications” presents the retrospective effects of the adoption of ASU 2016-18 on the Company’s Consolidated Statements of Cash Flows.
In January 2017, the FASB issued ASU No. 2017-01 “Business Combinations (Topic 805) - Clarifying the Definition of a Business” (ASU 2017-01). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide a screen to determine when an integrated set of assets and activities (collectively referred to as a “set”), is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments in this update should be applied prospectively on or after the effective date. Early application of the amendments in this update is allowed. The Company early adopted this new standard on January 1, 2017.
In January 2017, the FASB issued ASU 2017-04. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider the income tax effects of any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and an entity should apply the amendments of ASU 2017-04 on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted this standard on January 1, 2017. Refer to Note 10. Goodwill and Other Intangibles for a description of goodwill impairment charges taken during the year ended December 31, 2017.
NOTE 3. DIVESTITURESDISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE
American Medical Systems
On February 24, 2015, the Company’s Board of Directors (Board of Directors) approved a plan to sell the Company’s American Medical Systems Holdings, Inc. (AMS) business, which comprised the entirety of our former Devices segment.business. The AMS business was comprised ofincluded the Men’s Health and Prostate Health business as well as theand Women’s Health business (now doing business as Astora). On August 3, 2015, the Company sold the(Astora) businesses. The Men’s Health and Prostate Health businessbusinesses were sold to Boston Scientific Corporation (Boston Scientific) on August 3, 2015 for $1.65$1.6 billion with $1.60 billion paid in upfront cash and $50.0 million in cash contingent on Boston Scientific achieving certain product revenue milestones in the Men’s Health and Prostate Health components in 2016.cash. In addition, Boston Scientific paid $60.0$60.0 million in exchange for 60,000 shares of American Medical Systems Holdings, Inc.AMS Series B Non-Voting Preferred Stock (Series(the Series B Senior Preferred Stock) sold by our subsidiary Endo Pharmaceuticals Inc. (EPI). On December 11, 2015, the Company redeemed all 60,000 shares ofrepurchased the Series B Senior Preferred Stock from Boston Scientific Corporation for $61.6$61.6 million including accrued and unpaid dividends..
In additionOn February 24, 2016, the Company’s Board of Directors resolved to sellingwind-down the Men’s Health and Prostate Healthremaining Astora business as of December 31, 2015 and continuing into 2016, the Company was actively pursuing a sale of the Astora businessit did not align with the Company in active negotiations with multiple potential buyers.Company’s strategic direction and to reduce Astora’s exposure to mesh-related product liability. Astora ceased business operations on March 31, 2016.
The operating results of the AMS business are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented.
On February 24, 2016, the Company’s Board of Directors decided to wind down Astora business operations in order to begin bringing finality to the Company’s mesh-related product liability. The Company is now actively conducting a wind down process and working to efficiently transition physicians to alternative products. The Company will cease business operations for Astora by March 31, 2016. The majority of the remaining assets and liabilities of the AMS business, which are related to the Astora business, aredisposal groups were classified as held for sale until they were sold in the Consolidated Balance Sheets as of December 31, 2015. Certain of AMS’s assets and liabilities, primarily with respect to its product liability accrual related to vaginal mesh cases, the related Qualified Settlement Funds and certain intangible and fixed assets, are not classified as held for sale based on management’s current expectation that these assets and liabilities will remain with the Company. Depreciation and amortization expense are not recorded on assets held for sale. Upon wind downcase of the Astora business,Men’s Health and Prostate Health businesses, or until the Company will have entirely exited its AMS business.

F-19



In connection with classifying AMS as held for sale during 2015, the Company was required to compare the estimated fair values of the underlying disposal groups, less the costs to sell, to the respective carrying amounts. The Company performed this analysis for each unsold AMS disposal group during each reporting period in 2015. As a result of this analysis,these analyses, the Company recorded a combined asset impairment chargecharges of $222.8$230.7 million during the three months ended March 31,in 2015, which waswere classified as Discontinued operations, net of tax in the Consolidated Statements of Operations. We estimated the fair value of the Men’s Health and Prostate Health divisionbusinesses based on the agreed uponagreed-upon purchase price with Boston Scientific. The fair value of the Astora business was estimated based on contemporaneous expressions of interest from third parties.
Subsequently, at the time of the sale of the Men’s Health and Prostate Health componentbusinesses in August 2015, the Company recorded a gain based on the difference between the net proceeds received and the net book value of the assets sold of approximately $13.6 million, which included an adjustment of $25.7 million relating to amounts transferred from foreign currency translation adjustments and included in the determination of net income for the period as a result of the sale, which decreased the gain. This amount is included in Discontinued operations, net of tax in the Consolidated Statements of Operations for the year ended December 31, 2015.
During the three months ended September 30, 2015 and December 31, 2015, the Company compared the estimated fair value of the Astora business, less the costs to sell, to its respective carrying amount. As a result of these analyses, the Company recorded total additional asset impairment charges of $7.9 million for the year ended December 31, 2015, which were classified as Discontinued operations, net of tax in the Consolidated Statements of Operations. The fair value of the Astora business was estimated based on updated expressions of interest from third parties.
In addition, as a result of determining that the sale of the AMS disposal groups was probable as of December 31, 2015, the Company re-assessed its permanent reinvestment assertion for certain components of the AMS business and recognized a corresponding tax benefit of $161.8 million during the year ended December 31, 2015, which was recorded as Income tax benefit (a component of income (loss)Loss from continuing operations) in the Consolidated Statements of Operations. In addition, due to the overall differences between the book and tax basis of the underlying assets sold during the third quarter of 2015, the Company recognized a tax benefit of $157.4 million during the year ended December 31, 2015 from Discontinued operations.
The results of our 2013 Step I analysis for the AMS reporting unit showed that the fair value of that reporting unit was lower than its carrying amount, thus requiring a Step II analysis for the reporting unit. The decline in the fair value, as well as fair value changes for other assets and liabilities in the Step II goodwill impairment test, resulted in an implied fair value of goodwill below the carrying amount of the goodwill for the reporting unit. Accordingly, we recorded combined pre-tax non-cash goodwill impairment charges within Discontinued operations, net of tax in the Consolidated Statements of Operations totaling $481.0 million in 2013.
As a result of the 2013 Step II analysis, we also determined thatAstora wind-down initiative announced in the carrying amountsfirst quarter of certain AMS IPR&D intangible assets were impaired. This determination was based primarily on lower than initially expected revenue and profitability levels over a sustained period of time and downward revisions to management’s short-term and long-term forecasts. Accordingly, we recorded pre-tax non-cash2016, the Company incurred asset impairment charges of $6.0$21.3 million within Discontinued operations, netduring the year ended December 31, 2016. See below for discussion of tax in the Consolidated Statements of Operations, to impair the IPR&D assets, representing the difference between the fair values and the carrying amounts.our material wind-down initiatives.

F-20


The following table provides the operating results of the AMS Discontinued operations, of AMS, net of tax for the years ended December 31, 2017, 2016 and 2015 (in thousands):
2015 2014 20132017 2016 2015
Revenue$305,256
 $496,505
 $492,226
$338
 $30,101
 $305,256
Litigation related and other contingencies, net$1,107,752
 $1,273,358
 $474,792
Litigation-related and other contingencies, net$775,474
 $20,115
 $1,107,752
Asset impairment charges$230,703
 $
 $487,000
$
 $21,328
 $230,703
Gain on sale of business$13,550
 $
 $
$
 $
 $13,550
Loss from discontinued operations before income taxes$(1,352,344) $(1,225,576) $(944,933)$(816,426) $(123,164) $(1,352,344)
Income tax benefit$(157,418) $(440,107) $(167,809)$(13,704) $
 $(157,418)
Discontinued operations, net of tax$(1,194,926) $(785,469) $(777,124)$(802,722) $(123,164) $(1,194,926)
Amounts reported in the table above as Litigation-related and other contingencies, net primarily relate to charges for vaginal-mesh-related matters, which are further described in Note 14. Commitments and Contingencies.
The cash flows from discontinued operating activities related to AMS included the impact of net losses of $802.7 million, $123.2 million and $1,194.9 million for the years ended December 31, 2017, 2016 and 2015, respectively, and the impact of cash activity related to vaginal mesh cases, which is further described in Note 14. Commitments and Contingencies. Net cash used in discontinued investing activities related to AMS consisted of purchases of property, plant and equipment of $0.1 million and $2.7 million for the years ended December 31, 2016 and 2015, with no comparable amount during the year ended December 31, 2017. There was no depreciation or amortization during the years ended December 31, 2017 or 2016 related to AMS. Depreciation and amortization during the year ended December 31, 2015 was $11.6 million.
Astora Restructuring Initiative
The Astora wind-down process included a restructuring initiative implemented during the three months ended March 31, 2016, which included a reduction of the Astora workforce consisting of approximately 250 employees (the Astora Restructuring Initiative).

The Company did not incur any pre-tax charges during the year ended December 31, 2017 as a result of the Astora Restructuring Initiative. A summary of expenses related to the Astora Restructuring Initiative is included below for the year ended December 31, 2016 (in thousands):
 2016
Employee separation, retention and other benefit-related costs$20,476
Asset impairment charges21,328
Contract termination-related items8,074
Other wind down costs10,972
Total$60,850
The Company anticipates there will be no significant additional pre-tax restructuring expenses related to this initiative. The majority of these actions were completed as of September 30, 2016 and substantially all cash payments were made by June 30, 2017. These restructuring costs are included in Discontinued operations in the Consolidated Statements of Operations.
The liability related to the Astora Restructuring Initiative is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets. Changes to this liability during the years ended December 31, 2017 and 2016 were as follows (in thousands):
 Employee Separation and Other Benefit-Related Costs Contract Termination Charges Other Restructuring Costs Total
Liability balance as of January 1, 2016$
 $
 $
 $
Expenses20,476
 8,074
 5,798
 34,348
Cash distributions(16,621) (6,413) (5,798) (28,832)
Liability balance as of January 1, 2017$3,855
 $1,661
 $
 $5,516
Cash distributions(3,855) (1,208) 
 (5,063)
Liability balance as of December 31, 2017$
 $453
 $
 $453
Litha
During the fourth quarter of 2016, the Company initiated a process to sell its Litha Healthcare Group Limited and related Sub-Sahara African business assets (Litha) and, on February 27, 2017, the Company entered into a definitive agreement to sell Litha to Acino Pharma AG (Acino). The sale closed on July 3, 2017 and the Company received net cash proceeds of approximately $94.2 million, after giving effect to cash and net working capital purchase price adjustments, as well as a short-term receivable of $4.4 million, which was subsequently collected in October 2017. No additional gain or loss was recognized upon sale. However, in December 2017, Acino became obligated to pay $10.1 million of additional consideration to the Company related to the settlement of certain contingencies set forth in the purchase agreement, which was subsequently paid to the Company in January 2018. In December 2017, the Company recorded a short-term receivable and a gain on the sale of Litha for this amount. The gain is included in Other (income) expense, net in the Consolidated Statements of Operations. The purchase agreement contains an additional contingency that could result in a decrease in the purchase price of up to $26 million as a result of additional payments to Acino, which would result in a loss on the sale. This contingency is expected to be resolved by June 30, 2018.
The assets and liabilities of Litha are classified as held for sale in the Consolidated Balance Sheets as of December 31, 2016. Litha was part of the Company’s International Pharmaceuticals segment.
The following table provides the components of Assets and Liabilities held for sale of AMSLitha as of December 31, 2015 and December 31, 20142016 (in thousands):
December 31, 2015 December 31, 2014December 31, 2016
Current assets$29,085
 $165,075
$50,167
Property, plant and equipment5,050
 41,122
3,527
Goodwill
 862,960
Other intangibles, net16,287
 861,174
29,950
Other assets1,278
 7,533
11,343
Assets held for sale$51,700
 $1,937,864
$94,987
Current liabilities$14,676
 $53,143
18,642
Deferred taxes
 46,538
Other liabilities
 3,657
5,696
Liabilities held for sale$14,676
 $103,338
$24,338
The following table provides
Litha does not meet the Depreciation and amortization and Purchases of property, plant and equipment of AMSrequirements for the years ended December 31 (in thousands):treatment as a discontinued operation.
 2015 2014 2013
Cash flows from discontinued operating activities:     
Net loss$(1,194,926) $(785,469) $(777,124)
Depreciation and amortization$11,555
 $70,275
 $72,003
Cash flows from discontinued investing activities:     
Purchases of property, plant and equipment$(2,709) $(4,423) $(3,517)
HealthTronicsSomar
On December 28, 2013, the EHSI Board approved a plan to sell the HealthTronics business andJune 30, 2017, the Company entered into a definitive agreement to sell Somar and all of the businesssecurities thereof, to AI Global Investments (Netherlands) PCC Limited acting for and on January 9, 2014behalf of the Soar Cell (the Purchaser). The sale closed on October 25, 2017 and the Purchaser paid an aggregate purchase price of approximately $124 million in cash, after giving effect to Altaris Capital Partners LLC for an upfrontestimated cash, payment of $85.0 million, subject to cashdebt and othernet working capital purchase price adjustments. During the three months ended March 31, 2015, we received additional cash payments of $4.7The Company recognized a $1.3 million from the purchaser of HealthTronics. The saleloss upon sale. Somar was completed on February 3, 2014.
In 2014, the Company recorded a net gain of $3.6 million, representing the carrying amountpart of the assets sold less the amount of the net proceeds, including the $4.7 million described above, which the Company became entitled to receive during the fourth quarter of 2014.
The operating results of this business are reported as Discontinued operations, net of tax, in the Consolidated Statements of Operations for the years ended December 31, 2014 and December 31, 2013.

F-21


The following table provides the operating results of Discontinued operations of HealthTronics, net of tax for the years ended December 31 (in thousands).
 2014 2013
Revenue$14,443
 $207,194
Income (loss) from discontinued operations before income taxes$6,434
 $(119,690)
Income tax expense (benefit)$757
 $(22,776)
Discontinued operations, net of tax$5,677
 $(96,914)
There were no Assets or Liabilities held for sale relating to HealthTronics included in the Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014.
Other
As of December 31, 2015, the Company committed to a plan to divest a component of its business that is not individually material. The Company has retrospectively classified this component’s assets and liabilities as held for sale in the accompanying Consolidated Balance Sheets. Given that the componentCompany’s International Pharmaceuticals segment. Somar does not representmeet the requirements for treatment as a strategic shift in the Company’s business, the Company has not classified the operations of this component as discontinued.discontinued operation.
NOTE 4. RESTRUCTURING
U.S. Generic Pharmaceuticals Restructuring
In connection with the acquisition of Par Pharmaceutical Holdings, Inc. (Par) on September 25, 2015, we implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings across the Company. These measures included realigning the Company’s U.S. Generic Pharmaceuticals segment sales, sales support, and management activities and staffing, which resulted in severance benefits to U.S. Generic Pharmaceuticals employees. The cost reduction initiatives included a reduction in headcount of approximately 6% of the U.S. Generic Pharmaceuticals workforces. Under this restructuring initiative, severance is expensed over the requisite service period, if any, while retention is being expensed ratably over the respective retention period.
As a result of the U.S. Generic Pharmaceuticals restructuring initiative, the Company incurred restructuring expenses of $23.6 million during the year ended December 31, 2015, consisting of employee severance, retention and other benefit-related costs. The Company anticipates there will be additional pre-tax restructuring expenses of $5.3 million related to employee severance, retention and other benefit-related costs and these actions are expected to be completed by October 31, 2016, with substantially all cash payments made by the end of 2016. In addition, the Company anticipates there will be additional pre-tax restructuring expenses of $12.3 million related to accelerated depreciation on certain assets. These restructuring costs are allocated to the U.S. Generic Pharmaceuticals segment, and are primarily included in Selling, general and administrative in the Consolidated Statements of Operations.
The liability related to the U.S. Generic Pharmaceuticals restructuring initiative totaled $17.9 million at December 31, 2015. At December 31, 2015, this liability is included in Accrued expenses in the Consolidated Balance Sheets. Changes to this accrual during the year ended December 31, 2015 were as follows (in thousands):
 Total
Liability balance as of January 1, 2015$
Expenses23,591
Cash payments(5,677)
Liability balance as of December 31, 2015$17,914
Auxilium Restructuring Initiative
In connection with the acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium)(subsequently converted to Auxilium Pharmaceuticals LLC hereafter referred to as Auxilium) on January 29, 2015, the Company implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings across the Company.Company (the Auxilium Restructuring Initiative). These measures included realigning our sales, sales support, and management activities and staffing, which included severanceseparation benefits to former Auxilium employees, in addition to the closing of duplicative facilities. The cost reduction initiatives included a reduction in headcount of approximately 40% of the former Auxilium workforce. For former Auxilium employees that have agreed to continue employment with the Company for a merger transition period, the severanceseparation costs payable upon completion of their retention period waswere expensed over their respective retention period.
As a result of the Auxilium Restructuring Initiative, the Company incurred $1.1 million of restructuring expenses during the year ended December 31, 2017, primarily related to its Chesterbrook, Pennsylvania facility. There were no significant restructuring expenses related to this initiative during the year ended December 31, 2016. The Company incurred restructuring expenses of $41.9 million during the year ended December 31, 2015, primarily consisting of $26.7 million of employee severance retention and other benefit-related costs. TheOther restructuring expenses were also attributable to certain charges related primarily to our Auxilium subsidiary’s former corporate headquarters in Chesterbrook,

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Pennsylvania, including $7.0 million of asset impairment charges on certain related leasehold improvements during the first quarter of 2015, and $7.9 million recorded upon the facility’s cease use date, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income, during the first quarter of 2015. The Company does not anticipate there will be additional material pre-tax restructuring expenses related to this initiative. The Company anticipates that substantially all cash payments relating to this initiative will be made by the end of 2016.income. These restructuring costs are allocated towere included in the U.S. Branded Pharmaceuticals segment, and arewere primarily included in Selling, general and administrative costs and expenses in the Consolidated Statements of Operations. The Company does not anticipate any additional pre-tax restructuring expenses.
A summary of expenses related to the Auxilium restructuring initiatives is included below for the year ended December 31, 2015 (in thousands):
 Total
Employee severance, retention and other benefit-related costs$26,696
Asset impairment charges7,000
Other restructuring costs8,215
Total$41,911
The liability related to the Auxilium restructuring initiative totaled $12.3 million at December 31, 2015 andRestructuring Initiative is included in AccruedAccounts payable and accrued expenses and Other liabilities in the Consolidated Balance Sheets. Changes to this accrual during the yearyears ended December 31, 20152017 and 2016 were as follows (in thousands):
 Employee Severance, Retention and Other Benefit-Related Costs Other Restructuring Costs Total
Liability balance as of January 1, 2015$
 $
 $
Expenses26,696
 8,215
 34,911
Cash payments(21,343) (1,305) (22,648)
Liability balance as of December 31, 2015$5,353
 $6,910
 $12,263
 Employee Separation and Other Benefit-Related Costs Other Restructuring Costs Total
Liability balance as of January 1, 2016$5,353
 $6,910
 $12,263
Cash distributions(5,353) (1,406) (6,759)
Liability balance as of January 1, 2017$
 $5,504
 $5,504
Expenses
 1,058
 1,058
Cash distributions
 (1,937) (1,937)
Liability balance as of December 31, 2017$
 $4,625
 $4,625
June 2013The remainder of the cash payments will be made over the remaining lease term of the Chesterbrook facility, which extends until December 2023.
2015 U.S. Generic Pharmaceuticals Restructuring Initiative
On June 4, 2013,In connection with the Board approved certain strategic, operational and organizational steps for the Companyacquisition of Par Pharmaceutical Holdings, Inc. and its subsidiaries (together herein Par) on September 25, 2015, we implemented cost-rationalization and integration initiatives to take to refocus its operationscapture operating synergies and enhance shareholder value.generate cost savings across the Company. These actions were the result of a comprehensive assessment ofmeasures included realigning the Company’s strengthsU.S. Generic Pharmaceuticals segment sales, sales support, management activities and challenges, its cost structure and execution capabilities, and its most promising opportunitiesstaffing, which resulted in separation benefits to drive future cash flow and earnings growth.certain U.S. Generic Pharmaceuticals employees. The cost reduction initiatives included a reduction in headcount of approximately 15% worldwide, streamlining6% of general and administrative expenses, optimizing commercial spend and refocusing research and development efforts.the U.S. Generic Pharmaceuticals workforces. Under this restructuring initiative (the 2015 U.S. Generic Pharmaceuticals Restructuring Initiative), separation costs were expensed over the requisite service period, if any, while retention was expensed ratably over the respective retention period.

There were no significant restructuring expenses related to the June 2013 restructuringthis initiative during the year ended December 31, 2015.2017. The Company incurred restructuring expenses of $5.0 million and $23.6 million during the years ended December 31, 2016 and 2015, respectively, consisting of employee separation, retention and other benefit-related costs. These actions were completed by October 31, 2016. These restructuring costs were allocated to the U.S. Generic Pharmaceuticals segment, and were primarily included in Selling, general and administrative expenses in the Consolidated Statements of Operations.
The liability related to the 2015 U.S. Generic Pharmaceuticals Restructuring Initiative is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets. Changes to this accrual during the years ended December 31, 2017 and 2016 were as follows (in thousands):
 Total
Liability balance as of January 1, 2016$17,914
Expenses5,010
Cash distributions(19,655)
Liability balance as of January 1, 2017$3,269
Expenses63
Cash distributions(3,332)
Liability balance as of December 31, 2017$
2016 U.S. Generic Pharmaceuticals Restructuring Initiative
As part of the ongoing U.S. Generic Pharmaceuticals integration efforts initiated in connection with the acquisition of Par in September 2015, the Company announced a restructuring initiative in May 2016 to optimize its product portfolio and rationalize its manufacturing sites to expand product margins (the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative). These measures included certain cost savings initiatives, including a reduction in headcount and the disposal of our Charlotte, North Carolina manufacturing facility (the Charlotte facility). On October 31, 2016, we entered into a definitive agreement to sell the Charlotte facility for cash proceeds of $14 million. The transaction closed in January 2017. The assets of the Charlotte facility were classified as held for sale in the accompanying Consolidated Balance Sheet as of December 31, 2016.
As a result of the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative, the Company incurred pre-tax charges of $1.0 million and $173.9 million during the years ended December 31, 2017 and 2016, respectively. The 2017 charges related primarily to employee separation and other benefit-related costs.
The 2016 charges consisted of certain asset impairment charges of $107.2 million, charges to increase excess inventory reserves of $33.3 million, charges related to employee separation, retention and other benefit-related costs of $17.0 million, accelerated depreciation of $10.2 million and other charges of $6.2 million. These charges are included in the U.S. Generic Pharmaceuticals segment and are included in Asset impairment charges, Cost of revenues and Selling, general and administrative expenses in the Consolidated Statements of Operations. The Company does not expect to incur additional significant expenses related to this restructuring initiative. Substantially all related cash payments were made by the end of 2017. Under this restructuring initiative, separation costs were expensed ratably over the requisite service period, if any, while retention was expensed ratably over the respective retention period.
The liability related to the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets and related entirely to employee separation and other benefit-related costs. Changes to this liability during the years ended December 31, 2017 and 2016 were as follows (in thousands):
 Total
Liability balance as of January 1, 2016$
Expenses16,983
Cash distributions(7,044)
Liability balance as of January 1, 2017$9,939
Expenses984
Cash distributions(10,672)
Liability balance as of December 31, 2017$251

2016 U.S. Branded Pharmaceuticals Restructuring Initiative
In December 2016, the Company announced that it was terminating its worldwide license and development agreement with BioDelivery Sciences International, Inc. (BDSI) for BELBUCA™ and returning the product to BDSI. This termination was completed on January 6, 2017. As a result of this announcement and a comprehensive assessment of its product portfolio, the Company restructured its U.S. Branded Pharmaceuticals segment sales organization during the fourth quarter of 2016 (the 2016 U.S. Branded Pharmaceuticals Restructuring Initiative), which included the elimination of an approximate 375-member U.S. Branded Pharmaceuticals pain field sales force and the termination of certain contracts.
The Company did not incur any significant pre-tax charges during the year ended December 31, 2017 as a result of the 2016 U.S. Branded Pharmaceuticals Restructuring Initiative. The Company incurred total pre-tax charges of approximately $61.5 million during the fourth quarter of 2016. These charges consisted of a non-cash intangible asset impairment charge of approximately $36.8 million, employee separation and other benefit-related costs of $16.5 million, early contract termination fees of $5.2 million and $3.0 million of inventory write-offs. Actions related to this initiative were completed by December 31, 2016 and substantially all of the cash payments were made by the end of 2017. These charges are included in the U.S. Branded Pharmaceuticals segment and are included in Asset impairment charges, Cost of revenues, and Selling, general and administrative expenses in the Consolidated Statements of Operations. The Company does not expect to incur any additional material pre-tax restructuring expenses related to this initiative.
The liability related to the 2016 U.S. Branded Pharmaceuticals Restructuring Initiative is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets. Changes to this liability during the years ended December 31, 2017 and 2016 were as follows (in thousands):
 Employee Separation and Other Benefit-Related Costs Contract Termination Charges Total
Liability balance as of January 1, 2016$
 $
 $
Expenses16,544
 5,224
 21,768
Cash distributions
 
 
Liability balance as of January 1, 2017$16,544
 $5,224
 $21,768
Cash distributions(16,544) (5,224) (21,768)
Liability balance as of December 31, 2017$
 $
 $
January 2017 Restructuring Initiative
On January 26, 2017, the Company announced a restructuring initiative implemented as part of its ongoing organizational review (the January 2017 Restructuring Initiative). This restructuring is intended to further integrate, streamline and optimize the Company’s operations by aligning certain corporate and R&D functions with its recently restructured U.S. Generic Pharmaceuticals and U.S. Branded Pharmaceuticals business units in order to create efficiencies and cost savings. As part of this restructuring, the Company undertook certain cost reduction initiatives, including a reduction of approximately 90 positions of its workforce, primarily related to corporate and U.S. Branded Pharmaceuticals R&D functions in Malvern, PA and Chestnut Ridge, NY, a streamlining of general and administrative expenses, an optimization of commercial spend and a refocusing of research and development efforts.
As a result of the January 2017 Restructuring Initiative, the Company incurred restructuring expensestotal pre-tax charges of $2.1approximately $15.1 million during the year ended December 31, 2014, consisting of $1.2 million of2017 related to employee severance, retentionseparation and other benefit-related costs. Of the total charges incurred, $6.9 million are included in the U.S. Branded Pharmaceuticals segment, $4.9 million are included in Corporate unallocated costs and $0.9$3.3 million of other costs associated withare included in the restructuring. DuringU.S. Generic Pharmaceuticals segment for the year ended December 31, 2013, the Company incurred restructuring expenses of $56.3 million, consisting of $41.4 million of employee severance, retention and other benefit-related costs, $12.0 million of other costs associated with the restructuring, mainly contract termination fees and $2.8 million of asset impairment charges. The majority of these restructuring costs, with the exception of the costs related to AMS and HealthTronics,2017, respectively. These charges are included in Selling, general and administrative expenseexpenses in the Consolidated Statements of Operations. The operating resultsCompany does not expect to incur additional material pre-tax restructuring-related expenses. Substantially all cash payments were made by the end of AMS2017 and HealthTronicssubstantially all of the actions associated with this restructuring were completed by the end of April 2017.
The liability related to the January 2017 Restructuring Initiative is included in Accounts payable and accrued expenses in the Consolidated Balance Sheets and is entirely related to employee separation and other benefit-related costs. Changes to this liability during the year ended December 31, 2017 were as follows (in thousands):
 2017
Liability balance as of January 1, 2017$
Expenses15,072
Cash distributions(12,391)
Liability balance as of December 31, 2017$2,681

2017 U.S. Generic Pharmaceuticals Restructuring Initiative
On July 21, 2017, the Company announced that after completing a comprehensive review of its manufacturing network, the Company will be ceasing operations and closing its manufacturing and distribution facilities in Huntsville, Alabama (the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative). The closure of the facilities is expected to occur by the end of 2018.
As a result of the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, the Company’s workforce is expected to be reduced by approximately 815 employees and the Company expects total pre-tax charges related to this initiative to be approximately $345 million, including total estimated cash outlays of approximately $70 million, substantially all of which will be paid by the end of 2018. The estimated restructuring charges consist of accelerated depreciation charges of approximately $155 million, asset impairment charges related to identifiable intangible assets and certain property, plant and equipment of approximately $105 million, charges to increase excess inventory reserves of approximately $10 million, employee separation, retention and other benefit-related costs of approximately $40 million and certain other charges of approximately $35 million. Employee separation, retention and certain other employee benefit-related costs are reportedexpensed ratably over the requisite service period. Other costs including, but not limited to, contract termination fees and product technology transfer costs, will be expensed as Discontinued operations, netincurred.
As a result of taxthe 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, the Company incurred pre-tax charges of $286.7 million during the year ended December 31, 2017. These expenses consisted of charges relating to accelerated depreciation of $123.3 million, employee separation, retention and other benefit-related costs of $29.6 million, charges to increase excess inventory reserves of $12.1 million, certain intangible asset and property, plant and equipment impairment charges of $104.7 million and certain other charges of $17.0 million.
These charges are included in the U.S. Generic Pharmaceuticals segment. Intangible asset and property, plant and equipment impairment charges are included in Asset impairment charges. Charges to increase excess inventory reserves are included in Cost of revenues. Employee separation, retention and other benefit-related costs are included in Cost of revenues. Certain other charges are included in both Cost of revenues and Selling, general and administrative expenses in the Consolidated Statements of Operations for all periods presented.Operations.
A summary of expensesThe liability related to the June 2013 restructuring initiatives2017 U.S. Generic Pharmaceuticals Restructuring Initiative is included below by reportable segmentin Accounts payable and for corporate unallocated foraccrued expenses in the Consolidated Balance Sheets. Changes to this liability during the year ended December 31, 20132017 were as follows (in thousands):
 Employee Severance, Retention and Other Benefit-Related Costs Asset Impairment Charges Other Restructuring Costs Total
U.S. Branded Pharmaceuticals$22,847
 $2,849
 $8,780
 $34,476
U.S. Generic Pharmaceuticals262
 
 1,142
 1,404
Discontinued operations (Note 3)9,905
 
 2,044
 11,949
Corporate unallocated8,421
 
 
 8,421
Total$41,435
 $2,849
 $11,966
 $56,250
 Employee Separation and Other Benefit-Related Costs Other Restructuring Costs Total
Liability balance as of January 1, 2017$
 $
 $
Expenses29,553
 13,724
 43,277
Cash distributions(6,578) (12,114) (18,692)
Liability balance as of December 31, 2017$22,975
 $1,610
 $24,585

January 2018 Restructuring Initiative
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A summaryits U.S. Generic Pharmaceuticals segment’s research and development network, a further simplification of the liability balanceCompany’s manufacturing networks and a company-wide unification of certain corporate functions (the January 2018 Restructuring Initiative).
As a result of the January 2018 Restructuring Initiative, the Company expects total related topre-tax charges of approximately $30 million, including total estimated cash outlays of approximately $25 million, substantially all of which will be paid by March 31, 2019. The estimated restructuring charges consist of employee separation, retention and other benefit-related costs of approximately $25 million and certain other charges of approximately $5 million. Employee separation, retention and certain other employee benefit-related costs are expensed ratably over the June 2013 restructuring initiative is included below forrequisite service period. Other costs will be expensed as incurred.
As a result of the yearsJanuary 2018 Restructuring Initiative, the Company incurred pre-tax charges of $2.6 million during the year ended December 31, 20152017. These expenses consisted of certain property, plant and December 31, 2014 (in thousands):equipment impairment charges of $2.0 million and certain other charges of $0.6 million. These charges are included in the U.S. Generic Pharmaceuticals segment. Impairment charges are included in Asset impairment charges in the Consolidated Statements of Operations. Certain other charges are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

 Employee Severance, Retention and Other Benefit-Related Costs Other Restructuring Costs Total
Liability balance as of January 1, 2014$7,379
 $4,919
 $12,298
Expenses1,224
 880
 2,104
Cash distributions(7,320) (4,453) (11,773)
Other non-cash adjustments
 (1,191) (1,191)
Liability balance as of December 31, 2014$1,283
 $155
 $1,438
Cash distributions(1,283) (155) (1,438)
Liability balance as of December 31, 2015$
 $
 $
NOTE 5. ACQUISITIONS
For each of the acquisitions described below, except for Boca Pharmacal LLC (Boca), Paladin, Sumavel® DosePro® (Sumavel®), Somar Grupo Farmacéutico Somar, Sociedad Anónima Promotora de Inversión de Capital Variable (Somar), DAVA Pharmaceuticals, Inc. (DAVA), Natesto™ and Auxilium the estimatedestimates of the fair values of the net assets acquired below are provisional as of December 31, 2015have been finalized and are based on information that is currently available to the Company. Additional information is being gathered to finalize these provisional measurements. Accordingly, the measurement of the assets acquired and liabilities assumed may change upon finalization of the Company’s valuations and completion of the purchase price allocations, all of which are expected to occur no later than one year from the respective acquisition dates.
Paladin Labs Inc. Acquisition
On February 28, 2014 (the Paladin Acquisition Date), the Company, through a Canadian subsidiary, acquired all of the shares of Paladin and a U.S. subsidiary of the Company merged with and into EHSI, with EHSI surviving the merger. As a result of these transactions, the former shareholders of EHSI and Paladin became the shareholders of Endo, a public limited company organized under the laws of Ireland, and both EHSI and Paladin became our indirect wholly-owned subsidiaries.
Under the terms of the transaction, former Paladin shareholders received 1.6331 Endo ordinary shares, or 35.5 million shares, and C$1.16 in cash, for total consideration of $2.87 billion as of February 28, 2014. On the Paladin Acquisition Date, each then current EHSI shareholder received one ordinary share of Endo for each share of EHSI common stock owned upon closing. Immediately following the closing of the transaction, former EHSI shareholders owned approximately 79% of Endo, and former Paladin shareholders owned approximately 21%.
The acquisition consideration was as follows (in thousands, except for per share amounts):
Number of Paladin shares paid through the delivery of Endo International ordinary shares20,765
  
Exchange ratio1.6331
  
Number of ordinary shares of Endo International—as exchanged*33,912
  
Endo International ordinary share price on February 28, 2014$80.00
  
Fair value of ordinary shares of Endo International issued to Paladin Shareholders*  $2,712,956
Number of Paladin shares paid in cash20,765
  
Per share cash consideration for Paladin shares (1)$1.09
  
Cash distribution to Paladin shareholders*  22,647
Fair value of the vested portion of Paladin stock options outstanding—1.3 million at February 28, 2014 (2)  131,323
Total acquisition consideration  $2,866,926
__________
*Amounts do not recalculate due to rounding.
(1)Represents the cash consideration per the arrangement agreement of C$1.16 per Paladin share translated into U.S. dollars utilizing an exchange rate of $0.9402.
(2)Represents the fair value of vested Paladin stock option awards attributed to pre-combination services that were outstanding on the Paladin Acquisition Date and settled on a cash-less exercise basis for Endo ordinary shares.

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Paladin is a specialty pharmaceutical company headquartered in Montreal, Canada, focused on acquiring and in-licensing innovative pharmaceutical products for the Canadian and world markets. Paladin’s key products serve growing therapeutic areas including attention deficit hyperactivity disorder (ADHD), pain, and urology. In addition to its Canadian operations, as of the Paladin Acquisition date, Paladin owned a controlling interest in Laboratorios Paladin de Mexico S.A. in Mexico and in publicly traded Litha Healthcare Group Limited (Litha) in South Africa.
The operating results of Paladin are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and the operating results from the acquisition date of February 28, 2014 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of Paladin, effective February 28, 2014.
Our measurement period adjustments for Paladin were complete as of February 28, 2015. In connection with the finalization of our measurement period adjustments for Paladin, we recorded a decrease to certain deferred tax assets of $1.4 million, with a corresponding increase to goodwill. Other than these adjustments, there have been no changes to the fair values of the assets acquired and liabilities assumed at the Paladin Acquisition Date from December 31, 2014. Goodwill arising from the Paladin acquisition has been assigned to multiple reporting units across each of the Company’s reportable segments based on the relative incremental benefit expected to be realized by each impacted reporting unit.
The Company recognized acquisition-related transaction costs associated with the Paladin acquisition during the year ended December 31, 2014 totaling $27.5 million. These costs, which related primarily to bank fees, legal and accounting services, and fees for other professional services, are included in Acquisition-related and integration items in the accompanying Consolidated Statements of Operations. There were no acquisition-related transaction costs associated with the Paladin acquisition during the year ended December 31, 2015.
The amounts of Paladin Revenue and Net income attributable to Endo International plc included in the Company’s Consolidated Statements of Operations from and including February 28, 2014 to December 31, 2014 are as follows (in thousands, except per share data):
Revenue$224,806
Net income attributable to Endo International plc$26,966
Basic net income per share$0.18
Diluted net income per share$0.17
The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Paladin had occurred on January 1, 2014 for the year ended December 31, 2014. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2014, nor are they indicative of any future results.
 Year Ended December 31, 2014
Unaudited pro forma consolidated results (in thousands, except per share data): 
Revenue$2,423,683
Net loss attributable to Endo International plc$(727,961)
Basic net loss per share$(4.96)
Diluted net loss per share$(4.64)
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Paladin to reflect factually supportable adjustments that give effect to events that are directly attributable to the Paladin acquisition assuming the Paladin acquisition had occurred January 1, 2014. These adjustments mainly include adjustments to interest expense and additional intangible amortization. The adjustments to interest expense, net of tax, related to borrowings to finance the acquisition which decreased the expense by $4.1 million for the year ended December 31, 2014.  The adjustments to additional intangible amortization, net of tax, that would have been charged assuming the Company’s estimated fair value of the intangible assets, increased the expense by $2.8 million for the year ended December 31, 2014.
Acquisition of Remaining Shares of Litha
In February 2015, the Company acquired substantially all of Litha’s remaining outstanding ordinary share capital that it did not own for consideration of approximately $40 million. At December 31, 2014, the Company owned 70.3% of the issued ordinary share capital of Litha. In connection with this transaction, the Company had deposited cash into an escrow account, primarily for the purpose of guaranteeing amounts required to be paid to Litha’s security holders in connection with this acquisition. The balance

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in this account at December 31, 2014 of approximately $40 million was included in Restricted cash and cash equivalents in the Consolidated Balance Sheets and was subsequently paid in February 2015.
Boca Pharmacal LLC Acquisition
On February 3, 2014, the Company acquired Boca Pharmacal LLC for $236.6 million in cash. Boca is a specialty generics company that focuses on niche areas, commercializing and developing products in categories that include controlled substances, semisolids and solutions.
The fair values of the net identifiable assets acquired totaled $212.3 million, resulting in goodwill of $24.3 million, which was assigned to our U.S. Generic Pharmaceuticals segment. The amount of net identifiable assets acquired in connection with the Boca acquisition includes $140.9 million of intangible assets, including $112.3 million of developed technology to be amortized over an average life of approximately 11 years and $28.6 million of IPR&D.
The operating results of Boca are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and the operating results from the acquisition date of February 3, 2014 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of Boca, effective February 3, 2014. Our measurement period adjustments were complete for Boca as of February 3, 2015.
Pro forma results of operations have not been presented because the effect of the Boca acquisition was not material.
Sumavel® DosePro®
On May 19, 2014, the Company acquired the worldwide rights to Sumavel® DosePro® for subcutaneous use, a needle-free delivery system for sumatriptan, from Zogenix, Inc. The Company is accounting for this transaction as a business combination in accordance with the relevant accounting literature. The Company acquired the product for consideration of $93.8 million, consisting of an upfront payment of $89.7 million and contingent cash consideration with an acquisition-date fair value of $4.1 million. See Note 7. Fair Value Measurements for further discussion of this contingent consideration. In addition, the Company provided Zogenix, Inc. with a $7.0 million non-interest bearing loan due 2023 for working capital needs and it assumed an existing third-party royalty obligation on net sales. Sumavel® is a prescription medicine given with a needle-free delivery system to treat adults who have been diagnosed with acute migraine or cluster headaches.
The fair values of the net identifiable assets acquired totaled $93.8 million, resulting in no goodwill. The amount of net identifiable assets acquired in connection with the Sumavel® acquisition includes $90.0 million of developed technology intangible assets to be amortized over an average life of approximately 13 years.
The operating results of Sumavel® are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and the operating results from the acquisition date of May 19, 2014 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of Sumavel®, effective May 19, 2014. Our measurement period adjustments were complete for Sumavel as of May 19, 2015.
Pro forma results of operations have not been presented because the effect of the Sumavel® acquisition was not material.
Grupo Farmacéutico Somar Acquisition
On July 24, 2014, the Company acquired the representative shares of the capital stock of Grupo Farmacéutico Somar, Sociedad Anónima Promotora de Inversión de Capital Variable (Somar), a leading privately-owned specialty pharmaceuticals company based in Mexico City, for $270.1 million in cash consideration.
The fair values of the net identifiable assets acquired totaled $184.5 million, resulting in goodwill of $85.6 million, which was assigned to our International Pharmaceuticals segment. The amount of net identifiable assets acquired in connection with the Somar acquisition includes $167.9 million of intangible assets, including $148.3 million to be amortized over an average life of approximately 12 years and $19.6 million of IPR&D.
The operating results of Somar are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and the operating results from the acquisition date of July 24, 2014 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of Somar, effective July 24, 2014. Our measurement period adjustments were complete for Somar as of July 24, 2015.
Pro forma results of operations have not been presented because the effect of the Somar acquisition was not material.

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DAVA Pharmaceuticals, Inc. Acquisition
On August 6, 2014, the Company acquired DAVA Pharmaceuticals, Inc., a privately-held company specializing in marketed, pre-launch and pipeline generic pharmaceuticals based in Fort Lee, New Jersey, for consideration of $590.1 million. The consideration consisted of cash consideration of $585.0 million and contingent cash consideration with an acquisition-date fair value of $5.1 million. See Note 7. Fair Value Measurements for further discussion of this contingent consideration. DAVA’s strategically-focused generics portfolio includes 13 on-market products in a variety of therapeutic categories.
The operating results of DAVA are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and the operating results from the acquisition date of August 6, 2014 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of DAVA, effective August 6, 2014. Our measurement period adjustments were complete for DAVA as of August 6, 2015.
Pro forma results of operations have not been presented because the effect of the DAVA acquisition was not material.
Natesto™
On December 9, 2014, the Company acquired the rights to Natesto™ (testosterone nasal gel), the first and only testosterone nasal gel for replacement therapy in adult males diagnosed with hypogonadism, from Trimel BioPharma SRL, a wholly-owned subsidiary of Trimel Pharmaceuticals Corporation (Trimel), which was subsequently acquired by Acerus Pharmaceuticals Corporation (Acerus). The Company collaborates with Trimel on all regulatory and clinical development activities regarding Natesto™. The Company is accounting for this transaction as a business combination in accordance with the relevant accounting literature. Natesto™ was approved by the U.S. Food and Drug Administration (FDA) in May 2014. On March 16, 2015, Endo announced the commercial availability of Natesto™.
The Company acquired the product for consideration of $56.7 million, consisting of an upfront payment of $25.0 million, prepaid inventory of $5.0 million and contingent cash consideration with an acquisition-date fair value of $26.7 million, including the impact of a measurement period adjustment recorded during the first quarter of 2015. See Note 7. Fair Value Measurements for further discussion of this contingent consideration.
The preliminary fair values of the net identifiable assets acquired totaled $56.7 million, resulting in no goodwill. The amount of net identifiable assets acquired in connection with the Natesto™ acquisition includes $51.7 million of developed technology to be amortized over 10 years. The net identifiable assets acquired in connection with the Natesto™ acquisition were fully written off during the third quarter of 2015. See Note 10. Goodwill and Other Intangibles for further discussion of this impairment.
On December 30, 2015, the Company provided written notice to Acerus that it was terminating the License, Development, and Supply Agreement by and between the Company and Acerus. The effective date of the termination is June 30, 2016.
The operating results of Natesto™ are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015. There are no results included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2014. The Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014 reflect the acquisition of Natesto™, effective December 9, 2014. Our measurement period adjustments were complete for Natesto as of September 30, 2015.
Pro forma results of operations have not been presented because the effect of the Natesto™ acquisition was not material.complete.
Auxilium Pharmaceuticals, Inc.
On January 29, 2015 (the Auxilium Acquisition Date), the Company acquired all of the outstanding shares of common stock of Auxilium, in a transaction valued at $2.6 billion, as enumerated in the table below.
Pursuant to the terms of the Merger Agreement, of the 55.0 million outstanding Auxilium shares eligible to make an election, 94.9% elected to receive transaction consideration equal to 0.4880 Endo ordinary shares per Auxilium share (the Stock Election Consideration), 0.4% elected to receive 100% cash, which equated to $33.25 of cash per Auxilium share (the Cash Election Consideration) and 4.7% elected or defaulted to receive a mix of $16.625 in cash and 0.2440 Endo ordinary shares per Auxilium share (the Standard Election Consideration). The result of the elections led to an oversubscription of the Stock Election Consideration and, in accordance with the proration method described in the Merger Agreement and proxy statement/prospectus provided to Auxilium shareholders, each Auxilium share for which an election was made to receive the Stock Election Consideration was instead entitled to receive approximately 0.3448 Endo shares and $9.75 in cash.

F-27


The acquisition consideration was as follows (in thousands, except for per share amounts):
Number of Endo ordinary shares issued pursuant to the Merger Agreement18,610
  
Endo share price on January 29, 2015$81.64
  
Fair value of Endo ordinary shares issued to Auxilium stockholders  $1,519,320
Cash distribution at closing (1)  1,021,864
Settlement of pre-existing relationships  28,400
Total acquisition consideration  $2,569,584
__________
(1)Represents the cash paid directly to shareholders pursuant to the Merger Agreement, the fair value of Auxilium stock awards attributed to pre-combination services that were outstanding on the Auxilium Acquisition Date and settled in connection with the Auxilium acquisition, and amounts paid by Endo on behalf of Auxilium (including transactions costs incurred by Auxilium in connection with the acquisition and amounts paid to settle existing Auxilium indebtedness and related instruments).
Auxilium is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specific patients’ needs. Auxilium, with a broad range of first- and second-line products across multiple indications, is an emerging leader in the men’s healthcare sector and haswith a strategically focused its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas.areas, in a cash and stock transaction valued at $2.6 billion. The consideration included 18,609,835 ordinary shares valued at $1.52 billion.
The Company believesoperating results of Auxilium is highly complementary to Endo’s branded pharmaceuticals business. The Company further believes this transaction is well aligned with its growth strategyare included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2017 and 2016 and the Company sees significant opportunities to leverage its leading presence in men’s health, as well as the Company’s R&D capabilities and financial resources to accelerate the growth of Auxilium’s XIAFLEX® and its other products.
While the Auxilium acquisition was primarily equity based, Endo also made changes to its existing debt structure to complete the transaction, as further described in Note 13. Debt.
The operating results from the acquisition date of January 29, 2015 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015. The Consolidated Balance SheetSheets as of December 31, 2015 reflects2017 and 2016 reflect the acquisition of Auxilium, effective January 29, 2015.
The following table summarizes the fair values of the assets acquired and liabilities assumed at the Auxilium Acquisition Date (in thousands):
 January 29, 2015
(As initially reported)
 Measurement period adjustments January 29, 2015
(As adjusted)
Cash and cash equivalents$115,973
 $
 $115,973
Accounts receivable75,849
 
 75,849
Inventories341,900
 (44,699) 297,201
Prepaid expenses and other current assets6,687
 521
 7,208
Property, plant and equipment31,500
 (5,839) 25,661
Intangible assets2,838,000
 (218,500) 2,619,500
Other assets9,285
 (953) 8,332
Total identifiable assets$3,419,194
 $(269,470) $3,149,724
Accounts payable and accrued expenses$120,553
 $9,956
 $130,509
Deferred income taxes164,379
 (8,336) 156,043
Convertible debt, including equity component (1)571,132
 
 571,132
Other liabilities171,400
 48,253
 219,653
Total liabilities assumed$1,027,464
 $49,873
 $1,077,337
Net identifiable assets acquired$2,391,730
 $(319,343) $2,072,387
Goodwill177,854
 319,343
 497,197
Net assets acquired$2,569,584
 $
 $2,569,584
__________
(1)As further described in Note 13. Debt, this amount consists of $304.5 million and $266.6 million, representing the debt and equity components of the Auxilium convertible notes, respectively.

F-28


Auxilium. Our measurement period adjustments for Auxilium were complete as of December 31, 2015. During
The Company recognized no acquisition-related transaction costs associated with the three months ended September 30, 2015, the Company recorded an additional $4.4 million loss on extinguishment of debt related to the conversion of Auxilium’s convertible debt, which occurredAuxilium acquisition during the first quarter of 2015. This loss on extinguishment of debt represents differences between the fair values of the repurchased debt componentsyears ended December 31, 2017 and their carrying values.
The valuation of the intangible assets acquired and related amortization periods are as follows:
 Valuation (in millions)  Amortization period (in years)  
Developed Technology:   
XIAFLEX®$1,501.1
 12
TESTOPEL®584.3
 15
Urology Retail314.3
 13
Other128.9
 15
Total$2,528.6
  
In Process Research & Development (IPR&D):   
XIAFLEX®—Cellulite$90.9
 n/a
Total$90.9
 n/a
Total other intangible assets$2,619.5
 n/a
The preliminary fair values of the developed technology and IPR&D assets were estimated using a discounted present value income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used cash flows discounted at rates ranging from 9% to 11%, which were considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions.
The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing pharmaceutical businesses, the assembled workforce of Auxilium and other factors. No material amount of the goodwill allocated to Auxilium is deductible for income tax purposes.
Deferred tax assets and liabilities are related primarily to the difference between the book basis and tax basis of identifiable intangible assets and inventory step-up.
2016. The Company recognized acquisition-related transaction costs associated with the Auxilium acquisition during the year ended December 31, 2015 totaling $23.1 million. These costs, which related primarily to bank fees, legal and accounting services and fees for other professional services, are included in Acquisition-related and integration items in the accompanying Consolidated Statements of Operations.
The amounts of Auxilium Revenue and Net loss attributable to Endo International plc included in the Company’s Consolidated Statements of Operations from and including January 29, 2015 to December 31, 2015 are as follows (in thousands, except per share data):
Revenue$341,520
Net loss attributable to Endo International plc (1)$(469,986)
Basic & diluted net loss per share$(2.38)
__________
(1) Net loss attributable to Endo International plc does not include any portion of the goodwill impairment charges recorded during 2015 since it is not possible to distinguish the amount of the charges directly attributable to Auxilium.
Revenue$341,520
Net loss attributable to Endo International plc (1)$(469,986)
Basic and diluted net loss per share$(2.38)

__________
(1)Net loss attributable to Endo International plc does not include any portion of the goodwill impairment charges recorded during 2015 since it is not possible to distinguish the amount of the charges directly attributable to Auxilium.
F-29


The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Auxilium had occurred on January 1, 20142015 for the yearsyear ended December 31, 2015 and 2014.2015. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2014,2015, nor are theyis it indicative of any future results.
Year Ended December 31, 2015 Year Ended December 31, 20142015
Unaudited pro forma consolidated results (in thousands, except per share data):    
Revenue$3,292,293
 $2,740,829
$3,292,293
Net loss attributable to Endo International plc$(1,513,625) $(954,956)$(1,513,625)
Basic net loss per share$(7.68) $(6.50)
Diluted net loss per share$(7.68) $(6.09)
Basic and diluted net loss per share$(7.68)
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Auxilium to reflect factually supportable adjustments that give effect to events that are directly attributable to the Auxilium acquisition assuming the Auxilium acquisition had occurred on January 1, 2014.2015. These adjustments mainly include adjustments to interest expense and additional intangible amortization. The adjustments to interest expense, net of tax, related to borrowings to finance the acquisition increased the expense by $1.1 million and $22.4 million for the yearsyear ended December 31, 2015 and December 31, 2014, respectively.2015. In addition, the adjustments include additional intangible amortization, net of tax, thatwhich would have been charged assuming the Company’s estimated fair value of the intangible assets. AnThe adjustment to the amortization expense for the yearsyear ended December 31, 2015 and December 31, 2014 increased the expense by $6.2 million and $69.7 million, respectively.million.
Acquisition of Par Pharmaceutical Holdings, Inc.
On September 25, 2015 (Par Acquisition Date), the Company acquired Par Pharmaceutical Holdings, Inc., a specialty pharmaceutical company that develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals with a focus on high-barrier-to-entry products and first-to-file or first-to-market opportunities, for total consideration of $8.14 billion, including the assumption of Par debt. The consideration included 18,069,899 of the Company’s ordinary shares valued at $1.33 billion.
The acquisition consideration was as follows (in thousands, except for per share amounts):
Number of Endo ordinary shares issued pursuant to the Merger Agreement18,070
  
Endo opening share price on September 25, 2015$73.34
  
Fair value of Endo ordinary shares issued to Par stockholders (1)  $1,325,246
Cash distribution at closing (2)  4,405,551
Fair value of Par debt settled at closing  2,404,857
Total acquisition consideration  $8,135,654
__________
(1)Amounts do not recalculate due to rounding.
(2)Amount includes transaction costs incurred by Par in connection with the acquisition.
Par is a specialty pharmaceutical company that develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals that help improve patient quality of life. Par focuses on high-barrier-to-entry products that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. Par has operated in two business segments, (i) Par Pharmaceutical, which includes generic products marketed under Par Pharmaceutical and sterile products marketed under Par Sterile Products, LLC and (ii) Par Specialty Pharmaceuticals, which provides niche, innovative brands. As a result, we believe Par’s business is highly complementary to Endo’s generic pharmaceuticals business. The Company also believes this transaction provides attractive long-term pipeline opportunities and significant financial synergies.
The operating results of Par are included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2017 and 2016 and the operating results from Par’sthe acquisition date of September 25, 2015 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015. The Consolidated Balance SheetSheets as of December 31, 2015 reflects2017 and 2016 reflect the acquisition of Par. Our measurement period adjustments for Par effective September 25, 2015.

F-30


The following table summarizes the fair values of the assets acquired and liabilities assumed at the Par Acquisition Date (in thousands):
 September 25, 2015
(As initially reported)
 Measurement period adjustments September 25, 2015
(As adjusted)
Cash and cash equivalents$215,612
 $
 $215,612
Accounts and other receivables500,108
 30,556
 530,664
Inventories359,000
 (28,594) 330,406
Prepaid expenses and other current assets34,582
 (3,458) 31,124
Deferred income tax assets, current6,387
 8,265
 14,652
Property, plant and equipment239,983
 16,310
 256,293
Intangible assets4,762,600
 (1,135,600) 3,627,000
Other assets11,421
 (2,944) 8,477
Total identifiable assets$6,129,693
 $(1,115,465) $5,014,228
Accounts payable and accrued expenses$548,953
 $2,661
 $551,614
Deferred income tax liabilities1,556,111
 (462,332) 1,093,779
Other liabilities14,286
 1,771
 16,057
Total liabilities assumed$2,119,350
 $(457,900) $1,661,450
Net identifiable assets acquired$4,010,343
 $(657,565) $3,352,778
Goodwill4,125,311
 657,565
 4,782,876
Net assets acquired$8,135,654
 $
 $8,135,654
The estimated fair value of the Par assets acquired and liabilities assumed are provisionalwere complete as of December 31, 2015 and are based on information that is currently available to the Company. Additional information is being gathered to finalize these provisional measurements, particularly with respect to property, plant and equipment, intangible assets, inventory, accrued expenses, deferred income taxes and income taxes payable. Accordingly, the measurement of the Par assets acquired and liabilities assumed may change significantly upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the acquisition date. During the three months ended December 31, 2015, the Company recorded an additional $3.1 million of expense related to the amortization of inventory step-up and intangible assets, which related to the third quarter of 2015.

F-31


The valuation of the intangible assets acquired and related amortization periods are as follows:
 Valuation (in millions)  Amortization period (in years)  
Developed Technology:   
VasostrictTM
$560.9
 8
Aplisol®
315.4
 11
Developed - Other - Non-Partnered (Generic Non-Injectable)246.3
 7
Developed - Other - Partnered (Combined)167.6
 7
Nascobal®
120.1
 9
Developed - Other - Non-Partnered (Generic Injectable)118.5
 10
Other563.2
 9
Total$2,092.0
  
In Process Research & Development (IPR&D):   
IPR&D 2019 Launch$428.2
 n/a
IPR&D 2018 Launch310.9
 n/a
Ezetimibe168.2
 n/a
IPR&D 2016 Launch152.4
 n/a
Neostigmine vial134.7
 n/a
Ephedrine Sulphate130.0
 n/a
Other210.6
 n/a
Total$1,535.0
 n/a
Total other intangible assets$3,627.0
 n/a
The preliminary fair values of the developed technology and IPR&D assets were estimated using a discounted present value income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used cash flows discounted at rates ranging from 9% to 10.5%, which were considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions.
The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing pharmaceutical businesses, the assembled workforce of Par and other factors. Approximately $34.2 million of goodwill is expected to be deductible for income tax purposes.
Deferred tax assets and liabilities are related primarily to the difference between the book basis and tax basis of identifiable intangible assets and inventory step-up.September 30, 2016.
The Company recognized acquisition-related transaction costs associated with the Par acquisition during the year ended December 31, 2015 totaling $46.3 million. These costs, which related primarily to bank fees, legal and accounting services and fees for other professional services, are included in Acquisition-related and integration items in the accompanying Consolidated Statements of Operations.
The amounts of Par Revenuerevenue and Net loss attributable to Endo International plc included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 from and including September 25, 2015 to December 31, 2015 are as follows (in thousands, except per share data):
Revenue$401,238
$401,238
Net loss attributable to Endo International plc$(4,348)$(4,348)
Basic and diluted net income per share$(0.02)
Basic and diluted net loss per share$(0.02)

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The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Par had occurred on January 1, 20142015 for the yearsyear ended December 31, 2015 and 2014.2015. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2014,2015, nor are theyis it indicative of any future results.
Year Ended December 31, 2015 Year Ended December 31, 20142015
Unaudited pro forma consolidated results (in thousands, except per share data):    
Revenue$4,268,110
 $3,689,304
$4,268,110
Net loss attributable to Endo International plc$(1,594,130) $(1,023,663)$(1,594,130)
Basic net loss per share$(8.09) $(6.97)
Diluted net loss per share$(8.09) $(6.53)
Basic and diluted net loss per share$(8.09)
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Par to reflect factually supportable adjustments that give effect to events that are directly attributable to the Par acquisition assuming the Par acquisition had occurred on January 1, 2014.2015. These adjustments mainly include adjustments to interest expense and additional intangible amortization. The adjustments to interest expense, net of tax, related to borrowings to finance the acquisition increased the expense by $11.7 million and $37.7 million for the yearsyear ended December 31, 2015 and 2014, respectively.2015. In addition, the adjustments include additional intangible amortization, net of tax, thatwhich would have been charged assuming the Company’s estimated fair value of the intangible assets. AnThe adjustment to the amortization expense for the yearsyear ended December 31, 2015 and 2014 increased the expense by $129.2 million and $159.2 million, respectively.million.
Aspen Holdings
On October 1, 2015, the Company acquired a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeuticstherapeutic areas from a subsidiary of Aspen Pharmacare Holdings Ltd, a leading publicly-traded South African company that supplies branded and generic products in more than 150 countries, and from GlaxoSmithKline plc (GSK) for total consideration of approximately $135.6 million. The Company accounted for this transaction is expected to expand Endo’sas a business combination in accordance with the relevant accounting literature. The transaction expanded the Company’s presence in South Africa.
The fair values of the net identifiable assets acquired totaled $129.1 million, resulting in goodwill of $6.5 million, These products were incorporated into our Litha business, which was assigned to our International Pharmaceuticals segment. The amount of net identifiable assets acquiredsubsequently sold in connection withJuly 2017.
Until sold, the Aspen Holdings acquisition includes $118.4 million of intangible assets to be amortized over an average life of approximately 19 years, and inventory of $10.7 million.
The operating results of the Aspen HoldingsAsset Acquisition were included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2017 and 2016 and the operating results from the acquisition date of October 1, 2015 are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015. There are no results included in the accompanying Consolidated Statements of OperationsOur measurement period adjustments for the year ended December 31, 2014. The Consolidated Balance SheetsAspen Asset Acquisition were complete as of December 31, 2015 reflect the acquisition of Aspen Holdings, effective October 1, 2015.September 30, 2016.
Pro forma results of operations have not been presented because the effect of the Aspen Holdings acquisitionAsset Acquisition was not material.
Other Acquisitions
IVOLTARENn addition® Gel
The Company had exclusive U.S. marketing rights to the business combinations disclosed above,VOLTAREN® Gel through June 30, 2016 pursuant to a License and Supply Agreement entered into in 2008 with and among Novartis AG and Novartis Consumer Health, Inc. (the 2008 VOLTAREN® Gel Agreement). On December 11, 2015, the Company, has acquiredNovartis AG and Sandoz Inc. entered into a new License and Supply Agreement (the 2015 VOLTAREN® Gel Agreement) whereby the Company licensed exclusive U.S. marketing and license rights to commercialize VOLTAREN® Gel and to launch an authorized generic of VOLTAREN® Gel effective July 1, 2016. Pursuant to the 2015 VOLTAREN® Gel Agreement, the former 2008 VOLTAREN® Gel Agreement expired on June 30, 2016 in accordance with its terms.
The Company accounted for this transaction as a business combination as of the effective date in accordance with the relevant accounting literature. The Company acquired the product for consideration of approximately $162.7 million, consisting of an upfront payment of $16.2 million and contingent cash consideration with an acquisition-date fair value of approximately $146 million, including the impact of a measurement period adjustment recorded during the fourth quarter of 2016. See Note 7. Fair Value Measurements for further discussion of this contingent consideration.
The preliminary fair values of the net identifiable assets acquired totaled approximately $162.7 million, resulting in no goodwill. The amount of net identifiable assets acquired in connection with the VOLTAREN® Gel acquisition includes approximately $162.7 million of identifiable developed technology intangible assets treatedto be amortized over an average life of approximately 7 years. Our measurement period adjustments for the acquisition of VOLTAREN® Gel were complete as of December 31, 2016.
The operating results of VOLTAREN® Gel under business combinations, which were not individually material. Duringcombination accounting are included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2017 and for the six months ended December 31, 2016. The results included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2015 and for the Company entered into additionalsix months ended June 30, 2016, were accounted for under the previous license and supply agreement, which was not treated as a business combinations for total considerationcombination.
Pro forma results of $122.0 million, consisting of upfront payments of $14.0 million and contingent cash consideration with acquisition-date fair values of $108.0 million. The fair valuesoperations have not been presented because the effect of the net identifiable intangible assets acquired totaled $119.8 million.2015 VOLTAREN® Gel Agreement was not material.
NOTE 6. SEGMENT RESULTS
TheAs of December 31, 2017, the three reportable business segments in which the Company operates are: (1) U.S. BrandedGeneric Pharmaceuticals, (2) U.S. GenericBranded Pharmaceuticals and (3) International Pharmaceuticals. These segments reflect the level at which executive managementthe chief operating decision maker regularly reviews financial information to assess performance and to make decisions about resources to be allocated. Each segment derives revenue from the sales or licensing of its respective products and is discussed in more detail below.
We evaluate segment performance based on each segment’s adjusted income (loss) from continuing operations before income tax, which we define as (loss) incomeLoss from continuing operations before income tax and before certain upfront and milestone payments to partners; acquisition-related and integration items, including transaction costs, earn-out payments or adjustments, changes in the fair value of contingent consideration and bridge financing costs; cost reduction and integration-related initiatives such as separation

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benefits, retention payments, other exit costs and certain costs associated with integrating an acquired company’s operations; excess costs that will be eliminated pursuant to integration plans; asset impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; certain non-cash interest expense; litigation-related and other contingent matters; gains or losses from early termination of debt activities;debt; foreign currency gains or losses on intercompany financing arrangements; and certain other items that the Company believes do not reflect its core operating performance.items.
Certain of the corporate general and administrative expenses incurred by the Company are not attributable to any specific segment. Accordingly, these costs are not allocated to any of the Company’s segments and are included in the results below as “Corporate unallocated”.unallocated costs.” Interest income and expense are also considered corporate items and not allocated to any of the Company’s segments. The Company’s consolidated adjusted income from continuing operations before income tax is equal to the combined results of each of its segments less these unallocated corporate costs.items.
U.S. Generic Pharmaceuticals
Our U.S. Generic Pharmaceuticals segment focuses on high-barrier-to-entry products, including first-to-file or first-to-market opportunities that are difficult to formulate or manufacture or face complex legal and regulatory challenges. The product offerings of this segment consist of a differentiated product portfolio including solid oral extended-release, solid oral immediate-release, abuse-deterrent products, liquids, semi-solids, patches, powders, ophthalmics, sprays and sterile injectables and include products in the pain management, urology, central nervous system disorders, immunosuppression, oncology, women’s health and cardiovascular disease markets, among others.

U.S. Branded Pharmaceuticals
Our U.S. Branded Pharmaceuticals segment includes a variety of branded prescription products related to treatingtreat and managingmanage conditions in urology, urologic oncology, endocrinology, pain as well as our urology and men’s health, endocrinology and orthopedic products.orthopedics. The marketed products that are included in this segment include LidodermXIAFLEX®, SUPPRELIN® LA, TESTOPEL®, NASCOBAL® Nasal Spray, AVEED®, OPANA®ER, Voltaren® Gel, PercocetPERCOCET®, BELBUCA™, FortestaVOLTAREN®Gel, TestimLIDODERM®, Aveed®, SupprelinTESTIM® LA, and XIAFLEXFORTESTA®,Gel, among others.
U.S. Generic Pharmaceuticals
Our U.S. Generic Pharmaceuticals segment consists of a differentiated product portfolio including high barrier to entry products, first to file or first to market opportunities, that are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. The product offerings of this segment include products in the pain management, urology, CNS disorders, immunosuppression, oncology, women’s health and cardiovascular disease markets, among others.
International Pharmaceuticals
Our International Pharmaceuticals segment includes a variety of specialty pharmaceutical products forsold outside the Canadian, Mexican, South African and world markets. Paladin, basedU.S., primarily in Canada has a portfolio ofthrough our operating company Paladin Labs Inc. (Paladin). This segment’s key products servingserve growing therapeutic areas, including ADHD,attention deficit hyperactivity disorder (ADHD), pain, women’s health and oncology. This segment also included: (i) our South African business, which was sold in July 2017 and consisted of Litha Healthcare Group Limited and certain assets acquired from Aspen Holdings in October 2015 and (ii) our Latin American business consisting of Grupo Farmacéutico Somar, basedS.A.P.I. de C.V. (Somar), which was sold in Mexico, develops, manufactures and markets high-quality generic, branded generic and over-the-counter products across key market segments including dermatology and anti-infectives. Litha, based in South Africa, is a diversified healthcare group providing services, products and solutions to public and private hospitals, pharmacies, general and specialist practitioners, as well as government healthcare programs.October 2017.
The following represents selected information for the Company’s reportable segments for the years ended December 31, 2017, 2016 and 2015 (in thousands):
2015 2014 20132017 2016 2015
Net revenues to external customers:          
U.S. Generic Pharmaceuticals$2,281,001
 $2,564,613
 $1,672,416
U.S. Branded Pharmaceuticals$1,284,607
 $969,437
 $1,394,015
957,525
 1,166,294
 1,284,607
U.S. Generic Pharmaceuticals1,672,416
 1,140,821
 730,666
International Pharmaceuticals (1)311,695
 270,425
 
230,332
 279,367
 311,695
Total net revenues to external customers$3,268,718
 $2,380,683
 $2,124,681
$3,468,858

$4,010,274

$3,268,718
     
Adjusted income from continuing operations before income tax:          
U.S. Generic Pharmaceuticals$1,064,352
 $1,079,479
 $741,767
U.S. Branded Pharmaceuticals$694,440
 $529,507
 $783,927
485,515
 553,806
 694,440
U.S. Generic Pharmaceuticals$741,767
 $464,029
 $193,643
International Pharmaceuticals$81,789
 $80,683
 $
58,308
 84,337
 81,789
Total segment adjusted income from continuing operations before income tax$1,608,175
 $1,717,622
 $1,517,996
__________
(1)Revenues generated by our International Pharmaceuticals segment are primarily attributable to external customers located in Canada Mexico and, prior to the sale of Litha on July 3, 2017 and Somar on October 25, 2017, South Africa.Africa and Latin America.
During the quarter ended December 31, 2015, we realigned certain costs between our International Pharmaceuticals segment, U.S. Branded Pharmaceuticals segment and corporate unallocated costs based on how our chief operating decision maker currently reviews segment performance. As a result of this realignment, certain expenses included in our consolidated adjusted income (loss) from continuing operations before income tax for the nine months ended September 30, 2015 have been reclassified among our various segments to conform to current period presentation. The net impact of these reclassification adjustments was to increase U.S. Branded Pharmaceuticals segment and corporate unallocated costs by $1.7 million and $21.1 million, respectively, with an offsetting $22.8 million decrease to International Pharmaceuticals segment costs. The realignment of these expenses did not impact periods prior to 2015.

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There were no material revenues from external customers attributed to an individual foreign country outside of the United States during the years ended December 31, 2015, 2014 or 2013.2017, 2016 and 2015. There were no material tangible long-lived assets in an individual foreign country other than the United States as of December 31, 20152017 or December 31, 2014.2016.

The table below provides reconciliations of our segment adjusted income from continuing operations before income tax to our consolidated (loss) incomeLoss from continuing operations before income tax, which is determined in accordance with U.S. GAAP, to our total segment adjusted income from continuing operations before income tax for the years ended December 31, 2017, 2016 and 2015 (in thousands):
 2015 2014 2013
Total segment adjusted income from continuing operations before income tax:$1,517,996
 $1,074,219
 $977,570
Corporate unallocated costs (1)(544,456) (355,417) (315,743)
Upfront and milestone payments to partners(16,155) (51,774) (29,703)
Asset impairment charges (2)(1,140,709) (22,542) (32,011)
Acquisition-related and integration items (3)(105,250) (77,384) (7,614)
Separation benefits and other cost reduction initiatives (4)(125,407) (25,760) (91,530)
Excise tax (5)
 (54,300) 
Amortization of intangible assets(561,302) (218,712) (123,547)
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans(249,464) (65,582) 
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes(1,633) (12,192) (22,742)
Loss on extinguishment of debt(67,484) (31,817) (11,312)
Watson litigation settlement income, net
 
 50,400
Certain litigation-related charges, net (6)(37,082) (42,084) (9,450)
Costs associated with unused financing commitments(78,352) 
 
Acceleration of Auxilium employee equity awards at closing(37,603) 
 
Charge related to the non-recoverability of certain non-trade receivables
 (10,000) 
Net gain on sale of certain early-stage drug discovery and development assets
 5,200
 
Other than temporary impairment of equity investment(18,869) 
 
Foreign currency impact related to the remeasurement of intercompany debt instruments25,121
 13,153
 
Charge for an additional year of the branded prescription drug fee in accordance with IRS regulations issued in the third quarter of 2014(3,079) (24,972) 
Other, net5,864
 (161) 1,048
Total consolidated (loss) income from continuing operations before income tax$(1,437,864) $99,875
 $385,366
 2017 2016 2015
Total consolidated loss from continuing operations before income tax$(1,483,004) $(3,923,856) $(1,437,864)
Interest expense, net488,228
 452,679
 373,214
Corporate unallocated costs (1)165,298
 189,043
 171,242
Amortization of intangible assets773,766
 876,451
 561,302
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans390
 125,699
 249,464
Upfront and milestone payments to partners9,483
 8,330
 16,155
Separation benefits and other cost reduction initiatives (2)212,448
 107,491
 125,407
Impact of VOLTAREN® Gel generic competition
 (7,750) 
Acceleration of Auxilium employee equity awards at closing
 
 37,603
Certain litigation-related and other contingencies, net (3)185,990
 23,950
 37,082
Asset impairment charges (4)1,154,376
 3,781,165
 1,140,709
Acquisition-related and integration items (5)58,086
 87,601
 105,250
Loss on extinguishment of debt51,734
 
 67,484
Costs associated with unused financing commitments
 
 78,352
Other-than-temporary impairment of equity investment
 
 18,869
Foreign currency impact related to the remeasurement of intercompany debt instruments(1,403) 366
 (25,121)
Other, net(7,217) (3,547) (1,152)
Total segment adjusted income from continuing operations before income tax$1,608,175
 $1,717,622
 $1,517,996
__________
(1)Corporate unallocated costsAmounts include certain corporate overhead costs, interest expense, net,such as headcount and facility expenses and certain other income and expenses.
(2)Asset impairment charges
Amounts primarily relatedrelate to charges to write down goodwill and intangible assets as further described in Note 10. Goodwill and Other Intangibles.
(3)Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions of $170.9 million, $77.4 million and $7.6 million in 2015, 2014 and 2013. During 2015, these costs are net of a benefit due to changes in the fair value of contingent consideration of $65.6 million.
(4)Separation benefits and other cost reduction initiatives include employee separation costs of $53.0 million, $57.9 million and $60.2 million $14.4in 2017, 2016 and 2015, respectively. Other amounts in 2017 include accelerated depreciation of $123.7 million, charges to increase excess inventory reserves of $13.7 million and $35.2other charges of $22.0 million, each of which related primarily to the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative. Other amounts in 2015, 20142016 primarily consist of charges to increase excess inventory reserves of $24.5 million and 2013, respectively.other restructuring costs of $25.1 million, consisting primarily of contract termination fees and building costs. Other amounts in 2015 primarily consist of $41.2 million of inventory write-offs and $13.3 million of building costs, including a $7.9 million charge recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters. Amounts in 2014 primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. The amount of separation benefits and other cost reduction initiatives in 2013 includes an expense recorded upon the cease use date of our Chadds Ford, Pennsylvania and Westbury, New York properties in the first quarter of 2013, representing the liability for our remaining obligations under the respective lease agreements of $7.2 million. Contract termination fees of $5.8 million in 2013 are also included in this amount. These amounts were primarily recorded as Selling, general and administrative expense in our Consolidated Statements of Operations. See Note 4. Restructuring for discussion of our material restructuring initiatives.
(5)(3)This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code.

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(6)These amountsAmounts include chargesadjustments for Litigation-related and other contingencies, net as further described in Note 14. Commitments and Contingencies.
(4)Amounts primarily relate to charges to impair goodwill and intangible assets as further described in Note 10. Goodwill and Other Intangibles as well as charges to write down certain property, plant and equipment as further described in Note 4. Restructuring, Note 7. Fair Value Measurements and Note 9. Property, Plant and Equipment.
(5)Amounts in 2017, 2016 and 2015 include costs directly associated with previous acquisitions of $8.1 million, $63.8 million and $170.9 million, respectively. In addition, in 2017 and 2016, there were charges due to changes in the fair value of contingent consideration of $49.9 million and $23.8 million, respectively. In 2015, there was a benefit due to changes in the fair value of contingent consideration of $65.6 million.
The following represents additional selected financial information for our reportable segments for the years ended December 31(in31, 2017, 2016 and 2015 (in thousands):
2015 2014 20132017 2016 2015
Depreciation expense:          
U.S. Generic Pharmaceuticals$183,063
 $79,839
 $29,193
U.S. Branded Pharmaceuticals$19,884
 $16,209
 $19,828
16,957
 16,294
 19,884
U.S. Generic Pharmaceuticals29,193
 16,751
 13,354
International Pharmaceuticals3,147
 1,856
 
3,332
 2,557
 3,147
Corporate unallocated7,674
 7,849
 8,354
6,647
 8,168
 7,674
Total depreciation expense$59,898
 $42,665
 $41,536
$209,999
 $106,858
 $59,898

2015 2014 20132017 2016 2015
Amortization expense:          
U.S. Generic Pharmaceuticals$505,152
 $554,581
 $223,367
U.S. Branded Pharmaceuticals$280,954
 $78,890
 $80,223
239,512
 261,235
 280,954
U.S. Generic Pharmaceuticals223,367
 95,042
 43,924
International Pharmaceuticals56,981
 44,780
 $
29,102
 60,635
 56,981
Total amortization expense$561,302
 $218,712
 $124,147
$773,766
 $876,451
 $561,302
Interest income and expense are considered corporate items and included in Corporate unallocated. Asset information is not reviewed or included within our internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment.
NOTE 7. FAIR VALUE MEASUREMENTS
Financial Instruments
The financial instruments recorded in our Consolidated Balance Sheets include cash and cash equivalents (including money market funds and time deposits), restricted cash and cash equivalents, accounts receivable, marketable securities, equity and cost method investments, accounts payable and accrued expenses, acquisition-related contingent consideration and debt obligations. Included in cash and cash equivalents and restricted cash and cash equivalents are money market funds representing a type of mutual fund required by law to invest in low-risk securities (for example, U.S. government bonds, U.S. Treasury Bills and commercial paper). Money market funds are structured to maintain the fund’s net asset value at $1.00 per unit, which assists in providing adequate liquidity upon demand by the holder. Money market funds pay dividends that generally reflect short-term interest rates. Thus, only the dividend yield fluctuates. Due to their short-term maturity, the carrying amounts of non-restricted and restricted cash and cash equivalents (including money market funds)funds and time deposits), accounts receivable, accounts payable and accrued expenses approximate their fair values.
At December 31, 2017 and 2016, the Company had combined restricted cash and cash equivalents of $324.4 million and $287.9 million, respectively, of which $320.5 million and $282.1 million, respectively, are classified as current assets and reported in our Consolidated Balance Sheets as Restricted cash and cash equivalents. The remaining amounts, which are classified as non-current assets, are reported in our Consolidated Balance Sheets as Other assets. Approximately $313.8 million and $276.0 million of our restricted cash and cash equivalents are held in QSFs for mesh-related matters at December 31, 2017 and 2016, respectively. See Note 14. Commitments and Contingencies for further information relating to the vaginal mesh liability.
Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Marketable Securities
Equity securities consist of investments in the stock of publicly traded companies, the values of which are based on quoted market prices and thus represent Level 1 measurements within the above-defined fair value hierarchy, as defined above.hierarchy. These securities are not held to support current operations and are therefore classified as non-current assets. Equity securities are included in Marketable securities in theour Consolidated Balance Sheets at December 31, 20152017 and December 31, 2014.2016.
At the time of purchase, we classify our marketable securities as either available-for-sale securities or trading securities, depending on our intent at that time. Available-for-sale and trading securities are carried at fair value with unrealized holding gains and losses recorded within other comprehensive income or net income, respectively. The Company reviews any unrealized losses associated with available-for-sale securities to determine the classification as a “temporary” or “other-than-temporary” impairment. A temporary impairment results in an unrealized loss being recorded in other comprehensive income. An impairment that is viewed as

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other-than-temporary is recognized in net income. The Company considers various factors in determining the classification, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the issuer or investee, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
Loans Receivable
Our loans receivable at December 31, 2015 relate primarily to loans totaling $14.1 million to our joint venture investment owned through our Litha subsidiary. The joint venture investment is further described below. The majority of this amount is secured by certain of the assets of our joint venture. The fair values of these loans were based on anticipated cash flows, which approximate the carrying amount, and were classified in Level 2 measurements in the fair value hierarchy. The Company has retrospectively classified these loans into Assets held for sale in the accompanying Consolidated Balance Sheets.
Equity and Cost Method Investments
As of December 31, 2015, we have various investments that we account for using the equity or cost method of accounting totaling $15.2 million, including a joint venture investment owned through our Litha subsidiary.
During the three months ended June 30, 2015, the Company recognized an other than temporary impairment of our Litha joint venture investment totaling $18.9 million, reflecting the excess carrying value of this investment over its estimated fair value. To estimate the fair value of this joint venture investment we relied primarily on a market approach based on the terms of the recently announced divestiture of that investment. The Company has retrospectively classified this investment into Assets held for sale in the accompanying Consolidated Balance Sheets.
With respect to our other equity or cost method investments, which are included in Other Assets in our Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, the Company did not recognize any other-than-temporary impairments. We considered various factors, including the operating results of our equity method investments and the lack of an unrealized loss position on our cost method investments.
Acquisition-Related Contingent Consideration
Acquisition-relatedThe fair value of contingent consideration liabilities is measured at fair value on a recurring basisdetermined using unobservable inputs; hence these instruments represent Level 3 measurements within the above-defined fair value hierarchy. These inputs include the estimated amount and timing of projected cash flows, the probability of success (achievement of the contingent event) and the risk-adjusted discount rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is remeasured at current fair value with changes recorded in earnings. Changes in any of the inputs may result in a significant adjustment to fair value. See Recurring Fair Value Measurements below for additional information on the fair value methodology used for the acquisition-related contingent consideration.
Voltaren® Gel Royalties due to Novartis
The initial fair value of the Minimum Voltaren® Gel royalties due to Novartis under the 2008 License and Supply Agreement were determined using an income approach (present value technique) taking into consideration the level and timing of expected cash flows and an assumed discount rate. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The liability is currently being accreted up to the expected minimum payments, less payments made to date. We believe the carrying amount of this minimum royalty guarantee at December 31, 2015 and December 31, 2014 represents a reasonable approximation of the price that would be paid to transfer the liability in an orderly transaction between market participants at the measurement date. Accordingly, the carrying value approximates fair value as of December 31, 2015 and December 31, 2014.
Recurring Fair Value Measurements
The Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 20152017 and December 31, 20142016 were as follows (in thousands):
Fair Value Measurements at Reporting Date using:Fair Value Measurements at Reporting Date using:
December 31, 2015Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs (Level 3)
 Total
December 31, 2017Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
Assets:              
Money market funds$51,145
 $
 $
 $51,145
$439,831
 $
 $
 $439,831
Time deposits
 303,410
 
 303,410
Equity securities3,889
 
 
 3,889
1,456
 
 
 1,456
Total$55,034
 $
 $
 $55,034
$441,287
 $303,410
 $
 $744,697
Liabilities:              
Acquisition-related contingent consideration—short-term$
 $
 $65,265
 $65,265
$
 $
 $70,543
 $70,543
Acquisition-related contingent consideration—long-term
 
 78,237
 78,237

 
 119,899
 119,899
Total$
 $
 $143,502
 $143,502
$
 $
 $190,442
 $190,442

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 Fair Value Measurements at Reporting Date using:
December 31, 2016Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total
Assets:       
Money market funds$26,210
 $
 $
 $26,210
Time deposits
 100,000
 
 100,000
Equity securities2,267
 
 
 2,267
Total$28,477
 $100,000
 $
 $128,477
Liabilities:       
Acquisition-related contingent consideration—short-term$
 $
 $109,373
 $109,373
Acquisition-related contingent consideration—long-term
 
 152,740
 152,740
Total$
 $
 $262,113
 $262,113
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At December 31, 2015,2017 and December 31, 2016, money market funds include $51.1$35.6 million and $26.2 million, respectively, in Qualified Settlement FundsQSFs to be disbursed to mesh-related or other product liability claimants. Amounts in QSFs are considered restricted cash equivalents. See Note 14. Commitments and Contingencies for further discussion of our product liability cases.
 Fair Value Measurements at Reporting Date using:
December 31, 2014Quoted Prices in
Active Markets
for Identical
Assets (Level 1) 
 Significant Other
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs (Level 3)
 Total
Assets:       
Money market funds$279,327
 $
 $
 $279,327
Equity securities2,321
 
 
 2,321
Total$281,648
 $
 $
 $281,648
Liabilities:       
Acquisition-related contingent consideration—short-term$
 $
 $4,282
 $4,282
Acquisition-related contingent consideration—long-term
 
 41,723
 41,723
Total$
 $
 $46,005
 $46,005
At December 31, 2014, Our money market funds include $124.4 million in Qualified Settlement Funds to be disbursed to mesh-related product liability claimants. See Note 14. Commitments and Contingencies for further discussion of our product liability cases.
Acquisition-Related Contingent Consideration
On November 30, 2010 (the Qualitest Pharmaceuticals Acquisition Date),equity securities are considered available-for-sale securities. The differences between the Company acquired Generics International (US Parent), Inc. (formerly doing business as Qualitest Pharmaceuticals), which was party to an asset purchase agreement with Teva Pharmaceutical Industries Ltd (Teva) (the Teva Agreement). Pursuant to the Teva Agreement, Qualitest Pharmaceuticals purchased certain pipeline generic products from Tevaamortized cost and could be obligated to pay consideration to Teva upon the achievement of certain future regulatory milestones (the Teva Contingent Consideration). The current range of the undiscounted amounts the Company could be obligated to pay in future periods under the Teva Agreement is between zero and $2.5 million after giving effect to payments made to date. The fair value of such securities were not material, individually or in the contractual obligation to pay the Teva Contingent Consideration was determined to be $1.1 millionaggregate, at December 31, 2015 and $5.2 million at2017 or December 31, 2014. The decrease in the balance primarily relates to first and third quarter 2015 payments of $2.5 million each related to the achievement of certain regulatory milestones, partially offset by an increase due to certain regulatory conditions impacting the commercial potential of related products.
During the second quarter of 2014, in connection with the Company’s acquisition of Sumavel®, we entered into an agreement to make contingent cash consideration payments to the former owner of Sumavel® of between zero and $20.0 million (the Sumavel® Contingent Consideration), based on certain factors relating primarily to the financial performance of Sumavel®. At the acquisition date, we estimated the fair value of this obligation to be $4.1 million based on a probability-weighted discounted cash flow model (income approach). Using this valuation technique, the fair value of the contractual obligation to pay the Sumavel® Contingent Consideration was determined to be approximately $0.6 million at December 31, 2015 and $4.7 million at December 31, 2014. The change in the balance primarily relates to certain market conditions impacting the commercial potential of the product.
In connection with our acquisition of DAVA, we agreed to make cash consideration payments of up to $25.0 million (the DAVA Contingent Consideration) contingent on the achievement of certain sales-based milestones. At the DAVA acquisition date, we estimated the fair value of this obligation to be $5.1 million based on a probability-weighted discounted cash flow model (income approach). Using this valuation technique, the fair value of the contractual obligation to pay the DAVA Contingent Consideration was determined to be zero at December 31, 2015 and $5.1 million at December 31, 2014. The change in the balance relates to certain market conditions impacting the commercial potential of related products.
In connection with the acquisition of Natesto™, we entered into an agreement to make contingent cash consideration payments to the former owners of Natesto™ based on certain potential clinical and commercial milestones of up to $165.0 million as well as royalties based on a percentage of potential future sales of Natesto™ (the Natesto™ Contingent Consideration). As of the Natesto acquisition date, Endo estimated the fair value of this obligation to be $31.0 million based on a probability-weighted discounted cash flow model (income approach). Using this valuation technique, the fair value of the contractual obligation to pay the Natesto™ Contingent Consideration was determined to be zero at December 31, 2015 and $31.0 million at December 31, 2014. The change in the balance primarily relates to certain market conditions impacting the commercial potential2016, nor were any of the related product and a measurement period adjustment of $4.3 million to reduce the obligation. On December 30, 2015, the Company provided written notice to Acerus that it was terminating the License, Development, and Supply Agreement by and between the Company and Acerus. The effective date of the termination is June 30, 2016.
On January 29, 2015, we acquired Auxilium, which is party to an agreement pursuant to which it could be obligated to make certain contingent cash consideration payments (the Actient Contingent Consideration). These payments relate primarily to potential sales-based royalties on edex® and TESTOPEL®, which Auxilium had previously acquired. As of the Auxilium acquisition date, Endo

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estimated the fair value of the Actient Contingent Consideration to be $46.8 million. The fair value was estimated based on a probability-weighted discounted cash flow model (income approach). The fair value of the Actient Contingent Consideration was determined to be $25.5 million at December 31, 2015. The change in the balance primarily relates to certain market conditions impacting the commercial potential of the related products, 2015 payments of $9.1 million related to sales-based royalties and a measurement period adjustment of $3.9 million to reduce the obligation.
Auxilium is also party to an agreement with VIVUS, Inc. (VIVUS) to make contingent cash consideration payments consisting of royalties based on a percentage of net sales of STENDRA® as well as sales-based milestones of up to approximately $260 million (the STENDRA® Contingent Consideration). On January 29, 2015, the date Endo acquired Auxilium, Endo estimated the fair value of the STENDRA® Contingent Consideration to be $59.6 million. The fair value was estimated based on a probability-weighted discounted cash flow model (income approach). Using this valuation technique, the fair value of the STENDRA® Contingent Consideration was determined to be $1.0 million at December 31, 2015. The change in the balance primarily relates to certain market conditions impacting the commercial potential of the related product, 2015 payments of $0.3 million related to sales-based royalties and a measurement period adjustment of $4.3 million to reduce the obligation. On December 30, 2015, the Company provided written notice to VIVUS that the Company was terminating the STENDRA® License Agreement effective June 30, 2016.gross unrealized gains or losses.
In connection with the acquisition of the exclusive license rights of certain products, we entered into agreements to make contingent cash consideration payments based on certain operational and commercial milestones, as well as payments based on a percentage of profits realized on the licensed products. At the acquisition date, we estimated the fair value of these obligations to be $108.0 million based on a probability-weighted discounted cash flow models (income approach). Using this valuation technique, the fair value of the contractual obligations to pay the contingent consideration was determined to be $115.3 million at December 31, 2015. The increase in the balance relates mainly to certain market conditions impacting the commercial potential of related products, partially offset by 2015 payments of $23.2 million related to the achievement of certain commercial milestones and a measurement period adjustment of $0.9 million to reduce the obligations.
The fair values of contingent consideration amounts above were estimated based on assumptions and projections relevant to revenues and a discounted cash flow model using risk-adjusted discount rates ranging from 0.5% to 25.0%. The Company assesses these assumptions on an ongoing basis as additional information impacting the assumptions is obtained.
Amounts recorded for the short-term and long-term portions of acquisition related contingent consideration are included in Accrued expenses and Other liabilities, respectively, in the Consolidated Balance Sheets.
Fair Value Measurements Using Significant Unobservable Inputs
The following table presents changes to the Company’s liability for acquisition-related contingent consideration, which iswas measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2017 and 2016 (in thousands):
2015 20142017 2016
Beginning of period$46,005
 $4,747
$262,113
 $143,502
Amounts acquired214,435
 40,224

 146,866
Amounts settled(37,583) 
(122,559) (55,896)
Transfers (in) and/or out of Level 3
 
Measurement period adjustments(13,434) 

 3,700
Changes in fair value recorded in earnings(65,640) 1,034
49,949
 23,823
Effect of currency translation(281) 
939
 118
End of period$143,502
 $46,005
$190,442
 $262,113
At December 31, 2017, the fair value measurements of the contingent consideration obligations were determined using risk-adjusted discount rates ranging from 10% to 22%. Changes in fair value recorded in earnings related to acquisition-related contingent consideration are included in theour Consolidated Statements of Operations as Acquisition-related and integration items.

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Tableitems, and amounts recorded for the short-term and long-term portions of Contentsacquisition-related contingent consideration are included in Accounts payable and accrued expenses and Other liabilities, respectively, in our Consolidated Balance Sheets.

The following is a summary of available-for-sale securities held bytable presents changes to the Company at Company’s liability for acquisition-related contingent consideration during the year ended December 31, 2015 and December 31, 20142017 by acquisition (in thousands):
 Available-for-sale
 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
(Losses) 
 Fair Value
December 31, 2015       
Money market funds$51,145
 $
 $
 $51,145
Total included in cash and cash equivalents$3
 $
 $
 $3
Total included in restricted cash and cash equivalents$51,142
 $
 $
 $51,142
Equity securities$24
 $10
 $
 $34
Total other short-term available-for-sale securities$24
 $10
 $
 $34
Equity securities$1,766
 $2,089
 $
 $3,855
Long-term available-for-sale securities$1,766
 $2,089
 $
 $3,855
 Balance as of December 31, 2016 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance as of December 31, 2017
Auxilium acquisition$21,097
 $
 $467
 $(8,503) $13,061
Lehigh Valley Technologies, Inc. acquisitions96,000
 
 40,016
 (73,015) 63,001
VOLTAREN® Gel acquisition
118,395
 
 18,586
 (38,857) 98,124
Other26,621
 
 (9,120) (1,245) 16,256
Total$262,113
 $
 $49,949
 $(121,620) $190,442

The following table presents changes to the Company’s liability for acquisition-related contingent consideration during the year ended December 31, 2016 by acquisition (in thousands):
 Available-for-sale
 Amortized
Cost
 Gross
Unrealized
Gains 
 Gross
Unrealized
(Losses)
 Fair Value
December 31, 2014       
Money market funds$279,327
 $
 $
 $279,327
Total included in cash and cash equivalents$154,959
 $
 $
 $154,959
Total included in restricted cash and cash equivalents$124,368
 $
 $
 $124,368
Equity securities$805
 $10
 $
 $815
Total other short-term available-for-sale securities$805
 $10
 $
 $815
Equity securities$1,766
 $
 $(260) $1,506
Long-term available-for-sale securities$1,766
 $
 $(260) $1,506
 Balance as of December 31, 2015 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance as of December 31, 2016
Qualitest acquisition$1,137
 $
 $(1,137) $
 $
Sumavel acquisition631
 
 (631) 
 
Auxilium acquisition26,435
 
 8,952
 (14,290) 21,097
Lehigh Valley Technologies, Inc. acquisitions97,003
 
 30,676
 (31,679) 96,000
VOLTAREN® Gel acquisition

 146,055
 (18,807) (8,853) 118,395
Other18,296
 4,511
 4,770
 (956) 26,621
Total$143,502
 $150,566
 $23,823
 $(55,778) $262,113

Nonrecurring Fair Value Measurements
The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 20152017 were as follows (in thousands):
Fair Value Measurements at Reporting Date using: Total Expense for the Year Ended December 31, 2015Fair Value Measurements at Reporting Date using: Total Expense for the Year Ended December 31, 2017
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 
Assets:              
Auxilium leasehold improvements (Note 4)$
 $
 $
 $(7,000)
Litha equity investment
 
 10,469
 (18,869)
Certain U.S. Branded Pharmaceuticals intangible assets (Note 10)
 
 48,266
 (175,031)$
 $
 $34,326
 $(76,674)
Certain U.S. Generic Pharmaceuticals intangible assets (Note 10)
 
 38,005
 (181,000)
 
 367,160
 (577,923)
Certain International Pharmaceuticals intangible assets (Note 10)
 
 3,838
 (14,579)
 
 21,772
 (145,360)
UEO reporting unit goodwill (Note 10)
 
 240,994
 (673,500)
Paladin reporting unit goodwill (Note 10)
 
 436,919
 (85,780)
Certain property, plant and equipment (1)
 
 
 (65,676)
Total$
 $
 $778,491
 $(1,155,759)$
 $
 $423,258
 $(865,633)
Liabilities: 
  
  
  
Minimum Voltaren® Gel royalties due to Novartis
 
 15,000
 
Total$
 $
 $15,000
 $

__________
(1)
Amounts relate primarily to an aggregate charge of $47.2 million recorded in connection with the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, which is described further in Note 4. Restructuring, and $11.9 million recorded following the initiation of held-for-sale accounting resulting from the Company’s June 30, 2017 definitive agreement to sell Somar, which is described in Note 3. Discontinued Operations and Assets and Liabilities Held for Sale.
F-40

TableAdditionally, the Company recorded aggregate goodwill impairment charges during the year ended December 31, 2017 of Contents$288.7 million. Refer to Note 10. Goodwill and Other Intangibles for further description of the impairment charges taken, including the valuation methodologies utilized.

The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis during the year ended December 31, 20142016 were as follows (in thousands):
Fair Value Measurements at Measurement Date using: Total Expense for the Year Ended December 31, 2014Fair Value Measurements at Measurement Date using: Total Expense for the Year Ended December 31, 2016
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 
Assets:              
Certain Astora property, plant and equipment (Note 3)$
 $
 $
 $(5,041)
Certain U.S. Generic Pharmaceuticals property, plant and equipment
 
 11,360
 (13,679)
Certain U.S. Branded Pharmaceuticals intangible assets (Note 10)$
 $
 $
 $(12,300)
 
 4,621
 (110,430)
Certain U.S. Generic Pharmaceuticals intangible assets (Note 10)
 
 3,300
 (5,900)
 
 872,474
 (676,776)
Property, plant and equipment (See Note 9)
 
 
 (4,342)
Certain International Pharmaceuticals intangible assets (Note 10)
 
 139,313
 (301,698)
Certain Astora intangible assets (Note 3)
 
 
 (16,287)
Generics reporting unit goodwill (Note 10)
 
 3,531,301
 (2,342,549)
Paladin reporting unit goodwill (Note 10)
 
 170,572
 (272,578)
Somar reporting unit goodwill (Note 10)
 
 24,044
 (33,000)
Litha reporting unit goodwill (Note 10)
 
 
 (26,343)
Other asset impairment charges
 
 
 (4,112)
Total$
 $
 $3,300
 $(22,542)$
 $
 $4,753,685
 $(3,802,493)
Liabilities:   
Minimum Voltaren® Gel royalties due to Novartis$
 $
 $37,500
 $
Total$
 $
 $37,500
 $
NOTE 8. INVENTORIES
Inventories consist of the following at December 31, 20152017 and December 31, 20142016 (in thousands):
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Raw materials (1)$207,516
 $118,431
$124,685
 $175,240
Work-in-process (1)176,881
 43,290
109,897
 100,494
Finished goods (1)360,268
 253,274
156,855
 279,937
Total$744,665
 $414,995
$391,437
 $555,671
__________
(1) The components of inventory shown in the table above are net of allowance for obsolescence.

Inventory that is in excess of the amount expected to be sold within one year, which relates primarily to XIAFLEX® inventory, is classified as long-term inventory and is not included in the table above. At December 31, 2015, $24.92017 and December 31, 2016, $17.1 million and $22.9 million, respectively, of long-term inventory was included in Other assets in the Consolidated Balance Sheets. As of December 31, 2017 and December 31, 2016, the Company’s Consolidated Balance Sheets included approximately $5.9 million and $16.8 million, respectively, of capitalized pre-launch inventories related to generic products that were not yet available to be sold.

F-41


NOTE 9. PROPERTY, PLANT AND EQUIPMENT
Changes in the amount of Property, plant and equipment for the year ended December 31, 2017 are set forth in the table below (in thousands). This table excludes changes related to businesses classified as held for sale, to the extent such changes occurred after the business was classified as held for sale.
 Land and Buildings Machinery and Equipment Leasehold Improve-
ments
 Computer Equipment and Software Assets under Capital Lease Furniture and Fixtures Assets under Construc-
tion
 Total
 (In thousands)
Cost:               
At January 1, 2015$223,841
 $91,899
 $16,165
 $88,984
 $6,082
 $3,218
 $79,861
 $510,050
Additions18,068
 11,507
 6,701
 25,634
 3,502
 1,236
 9,926
 76,574
Additions due to acquisitions98,969
 95,848
 28,091
 20,633
 
 16,530
 23,383
 283,454
Disposals/transfers/impairments/other(335) (13,494) (4,857) (21,265) (463) (805) (3,351) (44,570)
Effect of currency translation(2,998) (1,452) (330) (741) 
 (225) (36) (5,782)
At December 31, 2015$337,545
 $184,308
 $45,770
 $113,245
 $9,121
 $19,954
 $109,783
 $819,726
Accumulated Depreciation:               
At January 1, 2015$(30,656) $(36,399) $(8,034) $(42,043) $(1,820) $(1,035) $(3,011) $(122,998)
Additions(13,078) (13,499) (8,802) (20,135) (2,514) (1,870) 
 (59,898)
Disposals/transfers/impairments/other1,045
 9,070
 5,856
 8,861
 876
 582
 5,119
 31,409
Effect of currency translation702
 951
 105
 401
 
 176
 
 2,335
At December 31, 2015$(41,987) $(39,877) $(10,875) $(52,916) $(3,458) $(2,147) $2,108
 $(149,152)
Net Book Amount:               
At December 31, 2015$295,558
 $144,431
 $34,895
 $60,329
 $5,663
 $17,807
 $111,891
 $670,574
At December 31, 2014$193,185
 $55,500
 $8,131
 $46,941
 $4,262
 $2,183
 $76,850
 $387,052
Cost:Land and Buildings Machinery and Equipment Leasehold Improve-
ments
 Computer Equipment and Software Assets under Capital Lease Furniture and Fixtures Assets under Construc-
tion
 Total
At January 1, 2017$322,537
 $227,833
 $50,359
 $118,928
 $9,155
 $21,086
 $129,102
 $879,000
Additions19,871
 49,088
 11,067
 21,626
 
 684
 26,043
 128,379
Disposals, transfers, impairments and other(12,333) (9,939) (1,271) (9,459) (4,259) (8,770) (36,186) (82,217)
Effect of currency translation1,391
 836
 309
 356
 
 124
 76
 3,092
At December 31, 2017$331,466
 $267,818
 $60,464
 $131,451
 $4,896
 $13,124
 $119,035
 $928,254
Accumulated Depreciation:               
At January 1, 2017$(50,770) $(64,319) $(21,263) $(62,836) $(5,773) $(4,443) $
 $(209,404)
Additions(93,633) (76,986) (6,607) (27,121) (2,645) (3,007) 
 (209,999)
Disposals, transfers and other(4,656) 6,964
 1,088
 7,354
 4,257
 1,201
 
 16,208
Effect of currency translation(343) (400) (85) (189) 
 (71) 
 (1,088)
At December 31, 2017$(149,402) $(134,741) $(26,867) $(82,792) $(4,161) $(6,320) $
 $(404,283)
Net Book Amount:               
At December 31, 2017$182,064
 $133,077
 $33,597
 $48,659
 $735
 $6,804
 $119,035
 $523,971
At December 31, 2016$271,767
 $163,514
 $29,096
 $56,092
 $3,382
 $16,643
 $129,102
 $669,596
Depreciation expense, including expense related to assets under capital lease, was $59.9$210.0 million,, $42.7 $106.9 million and $41.5$59.9 million for the years ended December 31, 20152017, 20142016 and 2013,2015, respectively.
During the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the Company recorded impairment charges totaling $65.7 million, $15.9 million and $10.8 million, $4.3respectively, which amounts exclude $5.0 million in 2016 related to AMS, which was classified as a discontinued operation. Impairment charges in 2017 primarily relate to an aggregate charge of $47.2 million recorded in connection with the 2017 U.S. Generic Pharmaceuticals Restructuring Initiative, which is described further in Note 4. Restructuring, and $7.5$11.9 million respectively,recorded following the initiation of held-for-sale accounting resulting from the Company’s June 30, 2017 definitive agreement to sell Somar, which is described in Note 3. Discontinued Operations and Assets and Liabilities Held for Sale. In 2016 and 2015, impairment charges reflect the write off of certain property, plant and equipment amounts that were abandoned. These charges were related toabandoned or sold as part of our ongoing efforts to improve our operating efficiency and to consolidate certain locations, including our generics manufacturing and research and development operations and our corporate headquarters.operations. These charges are included in the Asset impairment charges line item in our Consolidated Statement of Operations.

NOTE 10. GOODWILL AND OTHER INTANGIBLES
Goodwill
Changes in the carrying amount of our goodwill for the yearyears ended December 31, 20152017 and 2016 were as follows (in thousands):
 Carrying Amount
 U.S. Branded Pharmaceuticals U.S. Generic Pharmaceuticals International Pharmaceuticals Total
Balance as of December 31, 2013:       
Goodwill$290,793
 $275,201
 $
 $565,994
Goodwill acquired during the period841,139
 796,436
 737,050
 2,374,625
Effect of currency translation
 
 (42,844) (42,844)
Balance as of December 31, 2014:       
Goodwill$1,131,932
 $1,071,637
 $694,206
 $2,897,775
Goodwill acquired during the period544,344
 4,718,297
 7,660
 5,270,301
Effect of currency translation
 
 (109,442) (109,442)
Goodwill impairment charges(673,500) 
 (85,780) (759,280)
Balance as of December 31, 2015:       
Goodwill$1,676,276
 $5,789,934
 $592,424
 $8,058,634
Accumulated impairment losses$(673,500) $
 $(85,780) $(759,280)
 $1,002,776
 $5,789,934
 $506,644
 $7,299,354
 Carrying Amount
 U.S. Generic Pharmaceuticals U.S. Branded Pharmaceuticals International Pharmaceuticals Total
Goodwill as of December 31, 2015$5,789,934
 $1,002,776
 $506,644
 $7,299,354
Measurement period adjustments83,916
 8,352
 1,366
 93,634
Effect of currency translation on gross balance
 
 3,336
 3,336
Effect of currency translation on accumulated impairment
 
 9,421
 9,421
Goodwill impairment charges(2,342,549) (1,880) (331,921) (2,676,350)
Goodwill as of December 31, 2016$3,531,301
 $1,009,248
 $188,846
 $4,729,395
Effect of currency translation on gross balance
 
 40,454
 40,454
Effect of currency translation on accumulated impairment
 
 (31,023) (31,023)
Goodwill impairment charges
 (180,430) (108,314) (288,744)
Goodwill as of December 31, 2017$3,531,301
 $828,818
 $89,963
 $4,450,082

F-42


Other Intangible Assets
The following is a summary of other intangibles held by the Companygoodwill at December 31, 20152017 and December 31, 2014 (in thousands):2016 are net of the following accumulated impairments:
Cost basis:Balance as of December 31, 2014 Acquisitions
(1)
 Impairments
(2)
 Other
(3)
 Effect of Currency Translation Balance as of December 31, 2015
Indefinite-lived intangibles:           
In-process research and development$184,598
 $1,628,400
 $(28,072) $(35,710) $(12,335) $1,736,881
Total indefinite-lived intangibles$184,598
 $1,628,400
 $(28,072) $(35,710) $(12,335) $1,736,881
Definite-lived intangibles:           
Licenses (weighted average life of 10 years)$664,367
 $12,500
 $
 $
 $
 $676,867
Tradenames (weighted average life of 12 years)21,315
 
 (13,591) 
 (187) 7,537
Developed technology (weighted average life of 12 years)2,242,118
 4,901,716
 (328,947) 30,247
 (122,562) 6,722,572
Total definite-lived intangibles (weighted average life of 12 years)$2,927,800
 $4,914,216
 $(342,538) $30,247
 $(122,749) $7,406,976
Total other intangibles$3,112,398
 $6,542,616
 $(370,610) $(5,463) $(135,084) $9,143,857
            
Accumulated amortization:Balance as of December 31, 2014 Amortization Impairments Other Effect of Currency Translation Balance as of December 31, 2015
Indefinite-lived intangibles:           
In-process research and development$
 $
 $
 $
 $
 $
Total indefinite-lived intangibles$
 $
 $
 $
 $
 $
Definite-lived intangibles:           
Licenses$(426,413) $(81,812) $
 $
 $
 $(508,225)
Tradenames(5,462) (1,097) 
 
 15
 (6,544)
Developed technology(348,273) (478,393) 
 
 10,233
 (816,433)
Total definite-lived intangibles$(780,148) $(561,302) $
 $
 $10,248
 $(1,331,202)
Total other intangibles$(780,148) $(561,302) $
 $
 $10,248
 $(1,331,202)
Net other intangibles$2,332,250
         $7,812,655
 Accumulated Impairment
 U.S. Generic Pharmaceuticals U.S. Branded Pharmaceuticals International Pharmaceuticals Total
Accumulated impairment losses as of December 31, 2016$2,342,549
 $675,380
 $408,280
 $3,426,209
Accumulated impairment losses as of December 31, 2017 (1)$2,342,549
 $855,810
 $463,545
 $3,661,904
__________
(1)IncludesDuring the year ended December 31, 2017, we sold our Litha and Somar businesses. Accordingly, we removed $84.1 million of accumulated impairments from the International Pharmaceuticals segment.

Other Intangible Assets
Changes in the amount of other intangible assets for the year ended December 31, 2017 are set forth in the table below (in thousands). This table excludes changes related to businesses classified as held for sale, to the extent such changes occurred after the business was classified as held for sale. As such, this table excludes asset impairment charges of $9.6 million related to our Litha business, assets derecognized upon the divestitures of Litha, Somar and BELBUCA™ with a combined carrying amount of $26.4 million and net increases resulting from currency translation of $1.5 million related to our Litha and Somar businesses.
Cost basis:Balance as of December 31, 2016 Acquisitions Impairments
(1)
 Other
(1) (2)
 Effect of Currency Translation
(1)
 Balance as of December 31, 2017
Indefinite-lived intangibles:           
In-process research and development$1,123,581
 $
 $(334,490) $(442,100) $209
 $347,200
Total indefinite-lived intangibles$1,123,581
 $
 $(334,490) $(442,100) $209
 $347,200
Finite-lived intangibles:           
Licenses (weighted average life of 12 years)$465,720
 $
 $(8,178) $(140) $
 $457,402
Tradenames7,345
 
 (808) (262) 134
 6,409
Developed technology (weighted average life of 11 years)6,223,004
 
 (446,835) 378,811
 32,784
 6,187,764
Total finite-lived intangibles (weighted average life of 11 years)$6,696,069
 $
 $(455,821) $378,409
 $32,918
 $6,651,575
Total other intangibles$7,819,650
 $
 $(790,311) $(63,691) $33,127
 $6,998,775
            
Accumulated amortization:Balance as of December 31, 2016 Amortization Impairments Other
(2)
 Effect of Currency Translation Balance as of December 31, 2017
Finite-lived intangibles:           
Licenses$(341,600) $(28,761) $
 $140
 $
 $(370,221)
Tradenames(6,599) (42) 
 262
 (30) (6,409)
Developed technology(1,612,154) (744,963) 
 63,289
 (10,633) (2,304,461)
Total other intangibles$(1,960,353) $(773,766) $
 $63,691
 $(10,663) $(2,681,091)
Net other intangibles$5,859,297
         $4,317,684
__________
(1)Additional information on the changes in the total gross carrying amount of our other intangible assets acquired primarily in connection with the acquisitions of Par, Auxilium, Aspen Holdings and other acquisitions. See Note 5. Acquisitions for further information.is presented below (in thousands):
 Gross Carrying Amount
December 31, 2016$7,819,650
Impairment of certain U.S. Branded Pharmaceuticals intangible assets(76,674)
Impairment of certain U.S. Generic Pharmaceuticals intangible assets(577,923)
Impairment of certain International Pharmaceuticals intangible assets(135,714)
Transfer of intangible assets to Assets held for sale (NOTE 3)(33,304)
Removal of certain fully amortized intangible assets(30,387)
Effect of currency translation33,127
December 31, 2017$6,998,775
(2)Includes the impairmentreclassification adjustments of $442.1 million for certain developed technology intangible assets, of our U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticalspreviously classified as in-process research and International Pharmaceuticals segments.
(3)Duringdevelopment, that were placed in service during the year ended December 31, 2015,2017, the removal of certain IPR&D assets totaling $35.7 million were put into service, partially offset by a reduction of $5.5 million relating to measurement period adjustments to certainfully amortized intangible assets acquired in 2014. See Note 5. Acquisitionsand the transfer of Somar intangible assets to Assets held for further information on measurement period adjustments.sale.

Amortization expense for the years ended December 31, 2017, 2016 and 2015 2014totaled $773.8 million, $876.5 million, and 2013 totaled $561.3 million $218.7 million and $124.1 million, respectively. Amortization expense is included in Cost of revenues in the Consolidated Statements of Operations. Estimated amortization of intangibles for the five fiscal years subsequent to December 31, 20152017 is as follows (in thousands):
2016$820,936
2017$699,920
2018$618,317
2019$565,397
2020$540,241

F-43


Changes in the gross carrying amount of our other intangibles for the year ended December 31, 2015 were as follows (in thousands):
 Gross
Carrying
Amount
December 31, 2014$3,112,398
Auxilium acquisition2,619,500
Par acquisition3,627,000
Aspen Holdings acquisition118,434
Other acquisitions121,214
BELBUCATM milestone
43,968
License extension of certain intangible assets12,500
Impairment of certain U.S. Branded Pharmaceuticals intangible assets(175,031)
Impairment of certain U.S. Generic Pharmaceuticals intangible assets
(181,000)
Impairment of certain International Pharmaceuticals intangible assets
(14,579)
Measurement period adjustments relating to acquisitions closed during 2014(5,463)
Effect of currency translation(135,084)
December 31, 2015$9,143,857
2018$598,603
2019$506,857
2020$469,339
2021$450,854
2022$436,811
Impairments
Endo tests goodwill and indefinite-lived intangible assets for impairment annually, or more frequently whenever events or changes in circumstances indicate that the asset might be impaired. Our annual assessment is performed as of October 1st.
As part of the annual and interimour goodwill and intangible asset impairment assessments, we estimate the fair valuevalues of our reporting units and our intangible assets and reporting units throughusing an income approach usingthat utilizes a discounted cash flow models. Ourmodel, or, where appropriate, a market approach. The discounted cash flow models are highly reliant on various assumptions, such asdependent upon our estimates of future cash flows (includingand other factors. These estimates of future cash flows involve assumptions concerning (i) future operating performance, including future sales, long-term growth rates, and theoperating margins, variations in the amount and timing of such cash flows), discount rates,flows and the probability of achieving the estimated cash flows.flows and (ii) future economic conditions. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The discount rates applied to the estimated cash flows for ourthe Company’s October 1, 2015, 20142017, 2016 and 20132015 annual goodwill and indefinite-lived intangible assets impairment test ranged from 9.5% to 12.5%, 8.5% to 11.0% and from 9.0% to 16.0%, from 8.5% to 15.5% and from 9.5% to 14.5%, respectively, depending on the overall risk associated with the particular assets and other market factors. We believe the discount rates and other inputs and assumptions are consistent with those that a market participant would use.
Goodwill
Given the results of our Any impairment charges resulting from annual or interim goodwill and intangible asset assessment duringimpairment assessments are recorded to Asset impairment charges in our Consolidated Statements of Operations.
A summary of significant goodwill and other intangible asset impairment charges by reportable segment for the third quarter ofyears ended December 31, 2017, 2016 and 2015 for STENDRA® and certain TRT products, the Company initiated an interim goodwill impairment analysis of our Urology, Endocrinology and Oncology (UEO) reporting unit as of September 30, 2015. is included below.
As a result of this interim analysis,our annual test performed as of October 1, 2017, the Company determined that the net bookestimated fair values of its Branded, Generics and International reporting units exceeded their carrying amounts; therefore, a goodwill impairment charge was not required for the three months ended December 31, 2017.
Certain of our 2016 impairment charges discussed below related to our 2016 annual goodwill impairment test. After performing this test, we concluded that the carrying amounts of our Generics, Paladin, Somar and Litha reporting units each exceeded their respective estimated fair values and recorded goodwill impairment charges of $2,342.5 million, $272.6 million, $33.0 million and $26.3 million, respectively. The impairments were a result of a combination of factors, including increased buying power from the continued consolidation of our generic business customer base, a significant change in the value derived from the level and frequency of anticipated future pricing opportunities and increased levels of competition, particularly in our Generics reporting unit, due to the entry of new low cost competitors and accelerated FDA ANDA approvals. These factors were exacerbated by an increase in the risk factor included in the discount rate used to calculate the Generics discounted cash flows from the date of our last interim test. The increase in the discount rate was due to the implied control premium resulting from recent trading values of our stock. On a combined basis, these factors reduced the estimated fair value of our UEOreporting units.
Additionally, our 2015 Paladin goodwill impairment charge discussed below related to our 2015 annual goodwill impairment test. After performing this test, we concluded that the carrying amount of our Paladin reporting unit exceeded its estimated fair value. The Company prepared this analysis on a preliminary basis to estimate the amount of a provisional impairment charge as of September 30, 2015,values and determined that an impairment was probable and reasonably estimable. The preliminary fair value assessments were performed by the Company taking into consideration a number of factors, based upon the latest available information, including the preliminary results of a hypothetical purchase price allocation. As a result of the preliminary analysis, during the three months ended September 30, 2015, the Company recorded a provisional pre-tax, non-cash impairment charge of $680.0 million in the Consolidated Statements of Operations, representing the difference between the estimated implied fair value of the UEO reporting unit’s goodwill and its respective net book value.
The Company completed its UEO goodwill impairment analysis during the fourth quartercharges of 2015 and reduced the provisional pre-tax, non-cash impairment charge by $6.5 million, for a net, pre-tax, non-cash impairment charge during the year ended December 31, 2015 of $673.5$85.8 million. During the fourth quarter of 2015, the Company combined certain resources within the Branded business and management realigned how they review the segment’s performance. As a result, we determined that our Pain and UEO reporting units should be combined into one Branded reporting unit for purposes of testing goodwill as of October 1, 2015. In addition to testing the Pain and UEO reporting units separately for goodwill impairment as of October 1, 2015, the Company also tested the combined Branded reporting unit for impairment. The impairment tests did not result in any additional charge for the quarter ended December 31, 2015. As of December 31, 2015, the remaining balance of goodwill for the Branded reporting unit was approximately $1,002.8 million.
As part of the annual goodwill impairment test, the Company recorded a pre-tax, non-cash impairment charge of $85.8 million in the Consolidated Statements of Operations, representing the difference between the estimated implied fair value of the Paladin Canada reporting unit’s goodwill and its respective net book value, primarily due to the loss of exclusivity on certain products

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U.S. Generic Pharmaceuticals Segment
During each quarter of 2017, the Company identified certain market conditions impacting the recoverability of certain indefinite and finite-lived intangible assets in its U.S. Generic Pharmaceuticals segment. Accordingly, the Company tested these assets for impairment and determined that their carrying amounts were no longer fully recoverable, resulting in pre-tax, non-cash asset impairment charges totaling $72.7 million, $268.2 million, $54.2 million and $125.3 million during the three months ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2015,2017, respectively. In addition, as further described in Note 4. Restructuring, we announced the remaining balance2017 U.S. Generic Pharmaceuticals Restructuring Initiative in July 2017, which includes the discontinuation of goodwill forcertain commercial products. As a result, we assessed the Paladin Canada reporting unit was approximately $420.4 million.
Intangible Assets
A summaryrecoverability of significant otherthe impacted products, resulting in 2017 pre-tax, non-cash intangible asset impairment charges by reportable segment forof approximately $57.5 million.

During the three yearsmonths ended March 31, 2016 and June 30, 2016, the Company identified certain market and regulatory conditions impacting the commercial potential of certain indefinite and finite-lived intangible assets in our U.S. Generic Pharmaceuticals segment. Accordingly, we tested these assets for impairment and determined that the carrying amounts of certain of these assets were no longer fully recoverable, resulting in pre-tax, non-cash asset impairment charges of $29.3 million and $40.0 million during the first and second quarters of 2016, respectively. In addition, during the first quarter of 2016, the Company recognized pre-tax, non-cash asset impairment charges of $100.3 million related to the 2016 U.S. Generic Pharmaceuticals Restructuring Initiative, which resulted from the discontinuation of certain commercial products and the abandonment of certain IPR&D projects. See Note 4. Restructuring for discussion of our material restructuring initiatives. During the fourth quarter of 2016, the Company recognized pre-tax, non-cash intangible asset impairment charges of $507.2 million in its U.S. Generic Pharmaceuticals segment resulting from certain market conditions, including price erosion and increased competition, impacting the commercial potential of finite and indefinite-lived intangible assets, including higher than expected erosion rates in the U.S. Generic Pharmaceuticals base business. Also during the fourth quarter of 2016, we recognized a pre-tax, non-cash goodwill asset impairment charge of $2,342.5 million. The goodwill impairment charge related to our 2016 annual test, as described above.
During the year ended December 31, 2015, is included below.we identified certain market conditions impacting the commercial potential of certain indefinite and finite-lived intangible assets in our U.S. Generic Pharmaceuticals segment. Accordingly, we tested these assets for impairment and determined that the carrying amounts of certain of these assets were no longer fully recoverable, resulting in 2015 pre-tax, non-cash intangible asset impairment charges of $181.0 million.
U.S. Branded Pharmaceuticals Segment
AIn March 2017, we announced that the Food and Drug Administration’s (FDA) Drug Safety and Risk Management and Anesthetic and Analgesic Drug Products Advisory Committees voted that the benefits of reformulated OPANA® ER (oxymorphone hydrochloride extended release) no longer outweigh its risks. In June 2017, we became aware of the FDA’s request that we voluntarily withdraw OPANA® ER from the market, and in July 2017, after careful consideration and consultation with the FDA, we decided to voluntarily remove OPANA® ER from the market. As a result of our decision, we determined that the carrying amount of our OPANA® ER intangible asset was no longer recoverable, resulting in a pre-tax, non-cash impairment charge of $20.6 million in the second quarter of 2017, representing the remaining carrying amount. In addition, during the second, third and fourth quarters of 2017, we identified certain market conditions impacting the recoverability of certain other finite-lived intangible assets in our U.S. Branded Pharmaceuticals segment. Accordingly, we tested these assets for impairment and determined that their carrying amounts were no longer fully recoverable, resulting in pre-tax, non-cash asset impairment charges totaling $31.5 million, $24.1 million and $0.5 million during the three months ended June 30, 2017, September 30, 2017 and December 31, 2017, respectively.
In addition, as a result of the actions taken with respect to OPANA® ER and the continued erosion of our U.S. Branded Pharmaceuticals segment’s Established Products portfolio, we initiated an interim goodwill impairment analysis of our Branded reporting unit during the second quarter of 2017. Based on the provisions of ASU 2017-04, which we adopted as of January 1, 2017, we recorded a pre-tax, non-cash goodwill impairment charge of $180.4 million during the three months ended June 30, 2017 for the amount by which the carrying amount exceeded the reporting unit’s fair value. We estimated the fair value of the Branded reporting unit using an income approach that utilizes a discounted cash flow model. The discount rate applied to the estimated cash flows for our Branded goodwill impairment test was 9.5%.
As a result of unfavorable formulary changes and generic competition for sumatriptan, we experienced a downturn in the performance of our SUMAVEL® DOSEPRO® product, a needle-free delivery system for sumatriptan acquired from Zogenix, Inc. in 2014. As a result of this underperformance, we concluded during the third quarter of 2016 that an impairment assessment was required to evaluate the recoverability of SUMAVEL® DOSEPRO®. After performing this assessment, we recorded a pre-tax, non-cash impairment charge of $72.8 million during the third quarter of 2016, representing the remaining carrying amount. During the fourth quarter of 2016, we recognized pre-tax, non-cash goodwill and intangible asset impairment charges of $1.9 million and $37.6 million, respectively, resulting primarily from the termination of our BELBUCA™ product and the return of this product to BDSI.
In 2015, a sustained downturn in the short-acting testosterone replacement therapy (TRT) market has caused underperformance across several of our TRT products, including TestimTESTIM® and Natesto™NATESTO™. In addition, we have also experienced underperformance with respect to STENDRA®. As a result of this underperformance and a re-alignment of investment priorities towards higher growth and higher value assets such as XIAFLEX® and BELBUCA™, the Companywe concluded during the third quarter of 2015 that an impairment assessment was required to evaluate the recoverability of certain definite-livedfinite-lived intangible assets associated with these products. After performing this assessment, we recorded a pre-tax, non-cash impairment charge of approximately $152.0 million during the third quarter of 2015, representing a full impairment of our Natesto™ intangible asset and a partial impairment of our TestimTESTIM® and STENDRA® intangible assets. As a result of the Company providing written notice to VIVUS Inc. on December 30, 2015 that we arewere terminating the STENDRA® License Agreement effective June 30, 2016, we recorded an additional pre-tax, non-cash impairment charge of approximately $9.5 million, representing the remaining carrying amount of our STENDRA® intangible asset. Additionally, during the fourth quarter of 2015, we determined that the fair value of certain U.S. Branded Pharmaceuticals IPR&D assets were less than their respective carrying amounts, and we recorded a pre-tax, non-cash impairment charge of $5.5 million representing the full carrying amount of the assets.

Given the results of our intangible asset assessment during the third quarter of 2015 for STENDRA® and certain TRT products, we initiated an interim goodwill impairment analysis of our Urology, Endocrinology and Oncology (UEO) reporting unit as of September 30, 2015. As parta result of this interim analysis, we determined that the 2014 year-end financial closenet book value of our UEO reporting unit exceeded its estimated fair value. We prepared this analysis on a preliminary basis to estimate the amount of a provisional impairment charge as of September 30, 2015, and reporting process, the Company concludeddetermined that an impairment assessment was requiredprobable and reasonably estimable. We performed the preliminary fair value assessments taking into consideration a number of factors, based upon the latest available information, including the preliminary results of a hypothetical purchase price allocation. As a result of the preliminary analysis, during the three months ended September 30, 2015, we recorded a provisional pre-tax, non-cash goodwill impairment charge of $680.0 million, representing the difference between the estimated implied fair value of the UEO reporting unit’s goodwill and its respective carrying amount. We completed our UEO goodwill impairment analysis during the fourth quarter of 2015 and reduced the provisional pre-tax, non-cash goodwill impairment charge by $6.5 million, resulting in a net 2015 charge of $673.5 million.
International Pharmaceuticals Segment
Pursuant to evaluatean existing agreement with a wholly owned subsidiary of Novartis AG (Novartis), Paladin licensed the Canadian rights to commercialize serelaxin, an investigational drug for the treatment of acute heart failure (AHF). In March 2017, Novartis announced that a Phase 3 study of serelaxin in patients with AHF failed to meet its primary endpoints. As a result, we concluded that the full carrying amount of our serelaxin IPR&D intangible asset was impaired, resulting in a $45.5 million pre-tax non-cash impairment charge for the three months ended March 31, 2017.
In addition and as a result of the serelaxin impairment discussed above, we assessed the recoverability of a definite-lived license intangible asset related to OPANA® ER. After performing these assessments, weour Paladin goodwill balance and determined that the estimated fair value of the Paladin reporting unit was below its carrying amount. We recorded a pre-tax, non-cash asset impairment charge of $12.3$82.6 million representingduring the three months ended March 31, 2017 for the amount by which the carrying amount exceeded the reporting unit’s fair value. We estimated the fair value of the Paladin reporting unit using an income approach that utilizes a discounted cash flow model. The discount rate applied to the estimated cash flows for our Paladin goodwill impairment test was 10.0%.
As further discussed in Note 3. Discontinued Operations and Assets and Liabilities Held for Sale, we entered into a definitive agreement to sell Somar on June 30, 2017, which resulted in Somar’s assets and liabilities being classified as held for sale. The initiation of held-for-sale accounting, together with the agreed upon sale price, triggered an impairment review. Accordingly, we performed an impairment analysis using a market approach and determined that impairment charges were required. We recorded 2017 pre-tax, non-cash impairment charges of $25.7 million and $89.5 million related to Somar’s goodwill and other intangible assets, respectively. The goodwill and other intangible asset impairment charges each represented the remaining carrying amountamounts of this asset.the corresponding assets.
U.S. Generic Pharmaceuticals SegmentAs described above, as part of the 2016 annual goodwill impairment test, we recorded pre-tax, non-cash goodwill impairment charges related to our Paladin, Somar and Litha reporting units of $272.6 million, $33.0 million and $26.3 million, respectively.
During the yearthree months ended December 31, 2015, the Company identifiedSeptember 30, 2016, we determined that we would not pursue commercialization of a product in certain market and regulatory conditions impacting the commercial potential of certain indefinite and definite-lived intangible assets in our U.S. Generic Pharmaceuticals segment.international markets. Accordingly, we tested these assetsthe finite-lived intangible asset associated with this product for impairment and determined that the carrying value of certain of these assetsamount was no longer fully recoverable, resulting in a pre-tax, non-cash intangible asset impairment charge of $16.2 million during the third quarter of 2016. During the fourth quarter of 2016, we recognized pre-tax, non-cash intangible asset impairment charges of $70.2$285.5 million $72.4in our International Pharmaceuticals segment resulting from certain market conditions impacting the commercial potential of finite and indefinite-lived intangible assets.
As described above, as part of the 2015 annual goodwill impairment test, we recorded a pre-tax, non-cash goodwill impairment charge of $85.8 million and $38.4 million, respectively, during the second, third and fourth quarters of 2015.related to our Paladin reporting unit.
As part of our definite-lived intangible asset impairment review process for 2013, the Company determined that the fair values of certain Qualitest IPR&D assets were less than the respective carrying amounts. Accordingly, in the fourth quarter of 2013, we recorded a pre-tax, non-cash impairment charge of $17.0 million representing the full carrying amount of the assets.
International Pharmaceuticals Segment
As part of our definite-livedfinite-lived intangible asset impairment review processes for 2015, the Companywe recorded pre-tax, non-cash intangible asset impairment charges of approximately $14.6 million in our International Pharmaceuticals segment, representing the difference between the carrying amount of certain intangible assets and their estimated fair value.
NOTE 11. LICENSE AND COLLABORATION AGREEMENTS
Novartis AG, Novartis Consumer Health, Inc.Our subsidiaries have entered into certain license, collaboration and Sandoz, Inc.
The Company has exclusive U.S.discovery agreements with third parties for product development. These agreements require our subsidiaries to share in the development costs of such products and the third parties grant marketing rights to Voltaren® Gel (Voltaren® Gel) pursuant to a License and Supply Agreement entered into in 2008 with and among Novartis AG and Novartis Consumer Health, Inc. (Novartis) (the 2008 Voltaren® Gel Agreement).
During the term of the 2008 Voltaren® Gel Agreement, the Company is solely responsible to commercialize Voltaren® Gel and has agreed to purchase all of its requirements for Voltaren® Gel from Novartis. The price of product purchased under the 2008 Voltaren® Gel Agreement is fixed for the first year and subject to annual changes based upon changes in the producer price index and raw materials. Amounts purchased pursuant to the 2008 Voltaren® Gel Agreement were $53.4 million, $55.0 million and $50.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Further, the minimum A&P Expenditures set forth in the 2008 Voltaren® Gel Agreement are determined based on a percentage of net sales of Voltaren® Gel, which may be reduced under certain circumstances, including Novartis’s failure to supply Voltaren® Gel. Amounts incurredour subsidiaries for such A&P Expenditures were $5.0 million, $5.5 millionproducts.
Generally, under these agreements: (i) we are required to make upfront payments and $8.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

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Voltaren® Gel royalties incurred during the years ended December 31, 2015, 2014 and 2013 were $30.0 million, $30.0 million and $30.0 million, respectively, representing minimum royalties pursuantregulatory or sales milestones, (ii) we are required to the 2008 Voltaren® Gel Agreement.
Effective March 1, 2015, Novartis Consumer Health, Inc. assigned the 2008 Voltaren® Gel Agreement to its affiliate, Sandoz, Inc.
On December 11, 2015, Endo, Novartis AG and Sandoz entered into a new License and Supply Agreement (the 2015 Voltaren® Gel Agreement) effectively renewing our exclusive U.S. marketing and license rights to commercialize Voltaren® Gel (the Branded Licensed Product) and granting the Company the exclusive right to launch an authorized generic of Voltaren® Gel (the Generic Licensed Product, and, together with the Branded Licensed Product, the Licensed Product). Pursuant to the 2015 Voltaren® Gel Agreement, the former 2008 Voltaren® Gel Agreement will expire on June 30, 2016 in accordance with its terms. The 2015 Voltaren® Gel Agreement will become effective on July 1, 2016 and will be accounted for as a business combination as of the effective date.
Under the 2015 Voltaren® Gel Agreement, Endo will pay royalties to Novartis AG or Sandoz (as designated by Sandoz) on annual net sales of the Branded Licensed Product, subject to certain thresholds specified in the 2015 Voltaren® Gel Agreement. In addition, Endo has agreed to make certain guaranteed minimum annual royalty payments of $30.0 millionproducts arising from these agreements and contingent royalty payments, subject to certain limitations specified in the Agreement. The guaranteed minimum royalties will be creditable against royalty payments on an 2015 Voltaren® Gel Agreement year basis such that Endo’s obligation(iii) termination is permitted with respect to each Agreement year is to pay the greater of (i) royalties payable based on annual net sales of the Branded Licensed Product or (ii) the guaranteed minimum royalty for such 2015 Voltaren® Gel Agreement year. Endo and Novartis AG or Sandoz (as designated by Sandoz) will share any profits relating to net sales of the Generic Licensed Product as specified in the 2015 Voltaren® Gel Agreement. Novartis AG or Sandoz (as designated by Sandoz) is also eligible to receive a one-time milestone payment of $25.0 million if annual sales of the Licensed Product exceed $300.0 million.no significant continuing obligation.
During the term of the 2015 Voltaren® Gel Agreement, Endo has agreed to purchase all of its requirements for the Licensed Product from Sandoz. The price of product purchased by Endo under the 2015 Voltaren® Gel Agreement is fixed for the first year and is subject to annual changes based upon changes in the producer price index and raw materials as set forth in the 2015 Voltaren® Gel Agreement.
The exclusive marketing and license rights do not include the right to commercialize over-the-counter (OTC) equivalent product in the United States. The OTC rights are held by GlaxoSmithKline Consumer Healthcare Holdings Limited (GSK), who has agreed not to launch an OTC equivalent product prior to a specified time. In the event that GSK launches an OTC equivalent product before any person, other than GSK or its affiliates, launches either (i) an OTC version of 1% diclofenac gel product, or (ii) a generic to Voltaren® Gel, then Endo will receive certain royalty payments on net sales of such OTC equivalent product in the United States as set forth in the 2015 Voltaren® Gel Agreement; provided that, and subject to certain limitations and provisions as set forth in the 2015 Voltaren® Gel Agreement, as a condition to the payment of any and all such royalties, net sales of the Licensed Product in the United States must have exceeded a certain threshold as defined in the 2015 Voltaren® Gel Agreement prior to the launch of the OTC equivalent product.
The initial term of the 2015 Voltaren® Gel Agreement will be seven years, expiring on June 30, 2023. Thereafter, the 2015 Voltaren® Gel Agreement will automatically be extended for successive one year terms (each a Renewal Term) unless any party provides written notice of non-renewal to the other parties at least six months prior to the expiration of any Renewal Term after the first Renewal Term.
Among other standard and customary termination rights granted under the 2015 Voltaren® Gel Agreement, the 2015 Voltaren® Gel Agreement can be terminated by any party upon reasonable written notice, if the other party has committed a material breach that has not been remedied within ninety days from the giving of written notice. Endo may terminate the 2015 Voltaren® Gel Agreement by written notice upon the occurrence of specified events, including the launch in the United States of a generic to the Licensed Product. Sandoz may terminate the 2015 Voltaren® Gel Agreement upon reasonable written notice on or after the launch in the United States of an over-the-counter equivalent product by Sandoz, its affiliates or any third party that does not result in the declassification of the Licensed Product as a prescription product, following which net sales in any six month period under the 2015 Voltaren® Gel Agreement are less than a certain defined dollar amount.
Strakan International Limited
In August 2009, we entered into a License and Supply Agreement with Strakan International Limited, a subsidiary of ProStrakan Group plc. (ProStrakan), which was subsequently acquired by Kyowa Hakko Kirin Co. Ltd., for the exclusive right to commercialize Fortesta® Gel in the U.S. (the ProStrakan Agreement). Fortesta® Gel is a patented 2% testosterone transdermal gel for testosterone replacement therapy in male hypogonadism. A metered dose delivery system permits accurate dose adjustment to increase the ability to individualize patient treatment.
The Company received FDA approval for Fortesta® Gel in December 2010, which triggered a one-time approval milestone to ProStrakan for $12.5 million. The approval milestone was recorded as an intangible asset and is being amortized into Cost of revenues on a straight-line basis over its estimated useful life. An additional milestone payment of $5.0 million was triggered during the fourth quarter of 2015 pursuant to the terms of the ProStrakan Agreement. The milestone was recorded as an intangible asset and is being

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amortized into Cost of revenue. ProStrakan could potentially receive up to approximately $150.0 million in additional payments linked to the achievement of future commercial milestones related to Fortesta® Gel.
ProStrakan will exclusively supply Fortesta® Gel to Endo at a supply price based on a percentage of annual net sales subject to a minimum floor price as defined in the ProStrakan Agreement. Endo may terminate the ProStrakan Agreement upon six months’ prior written notice at no cost to the Company.
Grünenthal GmbH
In December 2007, we entered into a License, Development and Supply Agreement (the Grünenthal Agreement) with Grünenthal for the exclusive clinical development and commercialization rights in Canada and the U.S. for an oral formulation of OPANA® ER, which is designed to be crush-resistant. In December 2011, the FDA approved a formulation of OPANA® ER designed to be crush-resistant, which is called OPANA® ER.
In the fourth quarter of 2011, the Company capitalized a one-time approval milestone to Grünenthal for $4.9 million. We are amortizing this intangible asset into Cost of revenues over its estimated useful life. In the fourth quarter of 2013, the Company recorded an additional $10.4 million as Cost of Revenues related to a commercial milestone. Additional amounts of approximately 53.9 million euros (approximately $58.7 million at December 31, 2015) may become due upon achievement of additional future predetermined regulatory and commercial milestones. Endo will also make payments to Grünenthal based on net sales of any such product or products commercialized under this agreement, including the formulation of OPANA® ER approved by the FDA in December 2011.
Effective December 19, 2012, the Company and Grünenthal amended the Grünenthal Agreement whereby the Company became responsible for planning of packaging of finished product and certain other routine packaging quality obligations and Grünenthal agreed to reimburse the Company for the third-party costs incurred related to packaging as well as pay the Company a periodic packaging fee. The amendment also changed certain of the terms with respect to the floor price required to be paid by the Company in consideration for product supplied by Grünenthal. On February 18, 2014, the Company and Grünenthal amended the Grünenthal Agreement to define the responsibilities of the parties for certain additional clinical work to be performed for OPANA® ER.
Bayer Schering
In July 2005, we licensed exclusive U.S. rights from Schering AG, Germany, now Bayer Schering Pharma AG (Bayer Schering) to market a long-acting injectable testosterone preparation for the treatment of male hypogonadism that we refer to as Aveed®(the Bayer Schering Agreement). We were responsible for the development and commercialization of Aveed®in the U.S. Bayer Schering is responsible for manufacturing and supplying us with finished product. As part of the Bayer Schering Agreement, we agreed to pay to Bayer Schering up to $30.0 million in up-front, regulatory, and commercialization milestone payments, including a $5.0 million payment due upon approval by the FDA to market Aveed®. We also agreed to pay to Bayer Schering 25% of net sales of Aveed®to cover both the cost of finished product and royalties. The Bayer Schering Agreement expires ten years from the first commercial sale of Aveed®.
In October 2006, we entered into a supply agreement with Bayer Schering pursuant to which Bayer Schering agreed to manufacture and supply Indevus with all of its requirements for Aveed®for a supply price based on net sales of Aveed®. The supply price is applied against the 25% of net sales owed to Bayer Schering pursuant to the Bayer Schering Agreement. Either party may also terminate the BayerSchering Agreement in the event of a material breach by the other party.
On March 6, 2014, we announced that the FDA approved Aveed® for the treatment of hypogonadism in adult men, which is associated with a deficiency or absence of the male hormone testosterone. Aveed® became available in early March. Upon approval, EPSI made the aforementioned milestone payment of $5.0 million to Bayer Schering. The approval milestone was recorded as an intangible asset and is being amortized into Cost of revenues on a straight-line basis over its estimated useful life. In the future, we could be obligated to pay milestones of up to approximately $17.5 million based on continued market exclusivity of Aveed® or upon certain future sales milestones.
BioSpecifics Technologies Corp.
On January 29, 2015, we acquired Auxilium, whichThe Company, through an affiliate, is party to a development and license agreement, as amended (the BioSpecifics Agreement) with BioSpecifics Technologies Corp. (BioSpecifics). The BioSpecifics Agreement was originally entered into by Auxilium in June 2004 to obtain exclusive worldwide rights to develop, market and sell certain products containing BioSpecifics’ enzyme collagenase clostridium histolyticum (CCH), which we refer to asmarket for approved indications under the trademark XIAFLEX®. Auxilium’sThe Company’s licensed rights concern the development and commercialization of products, other than dermal formulations labeled for topical administration, and currently, Auxilium’sthe Company’s licensed rights cover the indications of Dupuytren’s contracture (DC), Dupuytren’s Nodules,nodules, Peyronie’s Diseasedisease (PD), Adhesive Capsulitis,adhesive capsulitis, cellulite, canine and human lipomas, Plantar Fibromatosisplantar fibromatosis and Lateral Hip Fat. Auxiliumlateral hip fat. The Company may further expand the BioSpecifics Agreement, at its option, to cover other indications as they are developed by Auxiliumthe Company or BioSpecifics.
Under the BioSpecifics Agreement, we are responsible, at our own cost and expense, for developing the formulation and finished dosage form of products and arranging for the clinical supply of products. BioSpecifics is currently conducting exploratory clinical trials evaluating CCH as a CCH Phase II clinical trialtreatment for the treatmenta number of lipomas in humans.conditions, including uterine fibroids. The Company has the option to license development and marketing rights to

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the CCH human lipoma indication these indications based on a full analysis of the data from the Phase II clinical trial,trials, which would transfer responsibility for the future development costs to the Company and trigger an opt-in paymentpayments and potential future milestone and royalty payments to BioSpecifics. In 2013, BioSpecifics also concluded a CCH Phase II clinical trial for the treatment of lipomas in canines. The trial did not meet its primary endpoint of a statistically significant post-treatment difference in the mean percent change in lipoma; however, statistical significance was shown in secondary endpoints. The Company has opted in to the development of CCH in canine lipomas.
The BioSpecifics Agreement extends, on a country-by-country and product-by-product basis, for the longer of the patent life, the expiration of any regulatory exclusivity period or twelve years.years from the effective date. Either party may terminate the BioSpecifics Agreement as a result of the other party’s breach or bankruptcy. We may terminate the BioSpecifics Agreement with 90 days’ written notice.
We must pay BioSpecifics on a country-by-country and product-by-product basis a specified percentage within a range of 5% to 15% of net sales for products covered by the BioSpecifics Agreement. This royalty applies to net sales by the Company or its sublicensees, including Actelion Pharmaceuticals Ltd (Actelion), Asahi Kasei Pharma Corporation (Asahi Kasei) and Swedish Orphan Biovitrum AB (Sobi). We are also obligated to pay a percentage of any future regulatory or commercial milestone payments received from such sublicensees. In addition, the Company and its affiliates payspay BioSpecifics an amount equal to a specified mark-up on thecertain cost of goods related to supply of XIAFLEX® (which mark-up is capped at a specified percentage within the range of 5% to 15% of the cost of goods of XIAFLEX® for the applicable country)) for products sold by the Company and its affiliates or its sublicensees.affiliates.
XIAFLEX® and XIAPEX® Out-license Agreements
We are party to certain out-licensing agreements with Actelion, Asahi Kasei and Sobi (the XIAFLEX® Sublicensees), pursuant to which the XIAFLEX® Sublicensees have marketing, development and/or commercial rights for XIAFLEX® and XIAPEX® (the European Union trade name for XIAFLEX®) in a variety of countries outside of the U.S.
These agreements were entered into from 2011 to 2013 and extend, pursuant to the terms of each respective agreement and subject to each party’s termination rights, as follows:
The agreement with Actelion extends on a product-by-product and country-by-country basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent or patent application controlled by the Company in such country, (ii) the 15th anniversary of the first commercial sale of the product in such country after receipt of required regulatory approvals, (iii) the achievement of a specified market share of generic versions of the product in such country, or (iv) the loss of certain marketing rights or data exclusivity in such country.
The agreement with Asahi Kasei extends on a product-by-product basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent, (ii) the 15th anniversary of the first commercial sale of the product, or (iii) the entry of a generic to XIAFLEX® in the Japanese market.
The agreement with Sobi extends on a product-by-product basis from the date of the agreement until its 10th anniversary. The term will be automatically extended for sequential two year periods unless a notice of non-renewal is provided in writing to the other party at least six months prior to expiration of the then current term.
Under the Actelion and Sobi agreements, the Company, through its affiliate, is entitled to receive royalties based on net sales of the licensed product by the XIAFLEX® Sublicensees. These royalties are tiered as follows:
Actelion—15%-25%, 20%-30%, and 25%-35% based on net sales of the licensed product;
Sobi—45%-55%, 50%-60% and 55%-65% based on net sales of the licensed product, which also include payments for product supply and which percentages will decrease by approximately 10% upon the occurrence of certain manufacturing milestones or July 1, 2016, whichever is earlier.
The applicable royalty percentages increase from tier to tier upon the achievement of a specified threshold of aggregate annual net sales of the licensed product and may decrease if a generic is marketed in the applicable territory. Pursuant to each of these out-licensing agreements, the Company will be responsible for all clinical and commercial drug manufacturing and supply and, in certain cases, for development costs. The Company has determined that these contractual responsibilities, together with the development and commercialization rights provided by the Company, constitute multiple deliverables. In accordance with the accounting guidance on revenue recognition for multiple-element agreements, certain elements of these agreements meet the criteria for separation and are treated as a single unit of accounting, with the corresponding revenue recognized when earned. Deliverables that do not have stand-alone value to the XIAFLEX® Sublicensees are being accounted for as one unit of accounting, with the related revenue being recorded on a straight-line basis over the respective performance period.
The Japanese Ministry of Health, Labour and Welfare (MHLW) approved XIAFLEX® for manufacturing and marketing in Japan on July 3, 2015 for the indication of Dupuytren's contracture with a palpable cord and was subsequently listed on the Japanese National Health Insurance drug price standard on August 31, 2015. The Company’s partner, Asahi Kasei Pharma Corporation, commercially launched the product in Japan in September 2015. Under the terms of the Asahi Kasei agreement, Endo received a $20.0 million gross milestone payment in October 2015 as a result of the first commercial sale of XIAFLEX® in Japan. The Company will recognize the $20.0 million of milestone revenue on a straight-line basis over the remaining term of the license agreement.

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Revenue recognized related to these agreements was not material to the Consolidated Financial Statements for any of the periods presented.
BioDelivery Sciences International, Inc.
The Company is party to a worldwide license and development agreement (the BioDelivery Agreement) with BioDelivery Sciences International, Inc. (BioDelivery) for the exclusive rights to develop and commercialize BELBUCA™ (buprenorphine HCl) Buccal Film. The drug is a transmucosal form of buprenorphine, a partial mu-opiate receptor agonist, which incorporates a bioerodible mucoadhesive (BEMA®) technology. The NDA for BELBUCA™ was submitted in December 2014 and accepted by the U.S. Food and Drug Administration (FDA) in February 2015. On October 23, 2015, the FDA approved BELBUCA™ for the management of severe pain. BELBUCA™ became commercially available in the U.S. during February 2016.
As a result of the FDA approval of BELBUCA™, the Company capitalized a one-time approval milestone payment to BioDelivery for $44.0 million in the fourth quarter of 2015. The Company is amortizing this intangible asset into Cost of revenues in the Consolidated Statements of Operations over its estimated useful life. During each of the first, second and fourth quarters of 2014, $10.0 million of milestones were incurred related to the achievement of certain clinical milestones, resulting in a total of $30.0 million recorded as Research and development expense during 2014. In addition, the Company will pay royalties based on net sales of the drug and could be obligated to pay additional commercial milestones of up to $55.0 million.
NOTE 12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
AccruedAccounts payable and accrued expenses are comprised ofinclude the following for each of the years endedat December 31, 2017 and December 31, 2016 (in thousands):
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Trade accounts payable$85,348
 $126,712
Returns and allowances$356,932
 $174,940
291,034
 332,455
Rebates331,492
 497,362
168,333
 227,706
Chargebacks18,899
 217,402
14,604
 33,092
Other sales deductions
 25,380
Accrued interest132,035
 69,616
130,257
 128,254
Accrued payroll and related benefits113,908
 115,224
Accrued royalties and other distribution partner payables63,114
 191,433
Acquisition-related contingent consideration—short-term65,265
 4,282
70,543
 109,373
Other246,549
 155,343
159,684
 189,835
Total$1,151,172
 $1,144,325
$1,096,825

$1,454,084
Prior to December 31, 2015, the Company had classified product sales reserves for chargebacks, rebates, sales incentives and allowances, certain royalties, distribution service fees, returns and allowances as well as fees for services (collectively, revenue reserves) as accrued expenses on its consolidated balance sheet. This classification was based on the Company’s historical practices, at times, to settle these reserves in cash. In conjunction with our acquisition of Par in September 2015, we re-evaluated our planned settlement practice and determined that we will offset certain customer receivables with amounts due to the customers. As a result, we have classified $898.8 million of revenue reserves as reductions from accounts receivable on our consolidated balance sheet as of December 31, 2015. We have treated this change on a prospective basis and will not adjust any amounts previously reported in our consolidated financial statements. Amounts related to similar reserves classified as accrued expenses on our consolidated balance sheet as of December 31, 2014 totaled $441.5 million.

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NOTE 13. DEBT
The following table presents the carrying amounts ofinformation about the Company’s total indebtedness at December 31, 20152017 and December 31, 20142016 (in thousands):
December 31, 2015 December 31, 2014December 31, 2017 December 31, 2016
Principal Amount Unamortized Discount and Deferred Loan Costs Principal Amount Unamortized Discount and Deferred Loan CostsEffective Interest Rate Principal Amount Carrying Amount Effective Interest Rate Principal Amount Carrying Amount
1.75% Convertible Senior Subordinated Notes due 2015$
 $
 $98,818
 $(1,759)
7.00% Senior Notes due 2019
 
 499,875
 (12,291)
7.00% Senior Notes due 2020
 
 400,000
 (14,049)
7.25% Senior Notes due 2022400,000
 (12,535) 400,000
 (14,093)7.91% $400,000
 $390,974
 7.91% $400,000
 $389,150
5.75% Senior Notes due 2022700,000
 (10,088) 700,000
 (11,431)6.04% 700,000
 692,855
 6.04% 700,000
 691,339
5.375% Senior Notes due 2023750,000
 (10,511) 750,000
 (11,686)5.62% 750,000
 742,048
 5.62% 750,000
 740,733
6.00% Senior Notes due 20231,635,000
 (27,694) 
 
6.28% 1,635,000
 1,613,446
 6.28% 1,635,000
 1,610,280
5.875% Senior Secured Notes due 20246.14% 300,000
 295,513
 
 
 
6.00% Senior Notes due 20251,200,000
 (22,713) 
 
6.27% 1,200,000
 1,181,243
 6.27% 1,200,000
 1,179,203
Term Loan A Facility Due 20191,017,500
 (13,831) 1,069,063
 (16,247)
 
 
 2.95% 941,875
 932,824
Term Loan B Facility Due 20212,800,000
 (49,900) 421,812
 (7,988)
Revolving Credit Facility225,000
 
 
 
Term Loan B Facility Due 2022
 
 
 4.06% 2,772,000
 2,728,919
Term Loan B Facility Due 20245.46% 3,397,925
 3,360,103
 
 
 
Other debt134
 
 6,540
 
1.50% 55
 55
 1.50% 55
 55
Total long-term debt, net$8,727,634
 $(147,272) $4,346,108
 $(89,544)  $8,382,980
 $8,276,237
   $8,398,930
 $8,272,503
Less current portion, net328,705
 
 155,937
 
  34,205
 34,205
   131,125
 131,125
Total long-term debt, less current portion, net$8,398,929
 $(147,272) $4,190,171
 $(89,544)  $8,348,775
 $8,242,032
   $8,267,805
 $8,141,378
The total fairsenior unsecured notes are unsecured and effectively subordinated in right of priority to the 2017 Credit Agreement and our senior secured notes, in each case to the extent of the value of the Company’s Total long-term debt, net at December 31, 2015collateral securing such instruments, which collateral represents substantially all of the assets of the issuers or borrowers and December 31, 2014, was $8.6 billion and $4.4 billion, respectively. Total debt does not include debt classified as Liabilities held for sale on the Consolidated Balance Sheets.guarantors party thereto.
The aggregate estimated fair value of the Company’s long-term debt, iswhich was estimated using theinputs based on quoted market prices for the same or similar debt issuances.issuances, was $7.5 billion and $7.8 billion at December 31, 2017 and December 31, 2016, respectively. Based on this valuation methodology, we determined these debt instruments represent Level 2 measurements within the fair value hierarchy.
Credit Facility
We have $996.8 million of remaining credit available through our Revolving Credit Facility as of December 31, 2017. As of December 31, 2017, we were in compliance with all covenants contained in our 2017 Credit Agreement. Our 2017 Credit Agreement is described below under the heading “April 2017 Refinancing.”
Senior Notes and Senior Secured Notes
Our various senior notes and our senior secured notes mature between 2022 and 2025. The fair valueindentures governing these notes generally allow for redemption prior to maturity, in whole or in part, subject to certain restrictions and limitations described therein. Generally, until a date specified in each indenture (which, as of our 1.75% ConvertibleDecember 31, 2017, has occurred only for the 7.25% Senior Subordinated Notes was based on an income approach, which incorporated certain inputsdue 2022, 5.75% Senior Notes due 2022 and assumptions, including scheduled coupon and principal payments, the inherent conversion and put features in5.375% Senior Notes due 2023), the notes may either: (i) be redeemed, in part or in full, by paying the sum of: (a) 100% of the principal amount being redeemed, (b) an applicable make-whole premium as described in each indenture and share price volatility assumptions based on historic volatility(c) accrued and unpaid interest or (ii) be redeemed in part (up to 35% of the principal amount outstanding) with the net cash proceeds from specified equity offerings at redemption prices ranging from 105.875% to 106.000% (with respect to the notes for which the specified date described above has not yet occurred as of December 31, 2017) of the principal amount being redeemed, plus accrued and unpaid interest. After the specified date described above, the notes may generally be redeemed, in whole or in part, at redemption prices ranging from 100.000% to 104.500% of the principal amount being redeemed plus accrued and unpaid interest.
Other than the 5.875% Senior Secured Notes due 2024, these notes are senior unsecured obligations of the Company’s ordinary sharessubsidiaries party to the applicable indenture governing such notes. These notes are issued by certain of our subsidiaries and other factors. These fair value measurements are basedguaranteed on significant inputs not observablea senior unsecured basis by the subsidiaries of Endo International plc that also guarantee the 2017 Credit Agreement, except for a de minimis amount of the 7.25% Senior Notes due 2022, which are issued by Endo Health Solutions Inc. (EHSI). and guaranteed on a senior unsecured basis by the guarantors named in the marketFifth Supplemental Indenture relating to such notes. The 5.875% Senior Secured Notes due 2024 are senior secured obligations of Endo International plc and thus represent Level 3 measurements withinits subsidiaries that are party to the fair value hierarchy.indenture governing such notes. These notes are issued by certain of our subsidiaries and are guaranteed on a senior secured basis by Endo International plc and its subsidiaries that also guarantee our 2017 Credit Agreement.
Credit Facility
Upon closingThe indentures governing our various senior notes contain affirmative and negative covenants that the Company believes to be usual and customary for similar indentures. The negative covenants, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain investments and restricted payments, sell certain assets, enter into sale and leaseback transactions, agree to payment restrictions on the ability of restricted subsidiaries to make certain payments to Endo International plc or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of the Paladin acquisition on February 28, 2014,Company’s assets or enter into certain transactions with affiliates. As of December 31, 2017, we were in compliance with all covenants. Additionally, pursuant to the terms of the indentures governing certain of our senior unsecured notes, the restricted subsidiaries of Endo International plc, whose assets comprise substantially all of the CompanyCompany’s consolidated total assets after intercompany eliminations, are subject to various restrictions limiting their ability to transfer assets in excess of certain thresholds to Endo International plc.
April 2017 Refinancing
On April 27, 2017, Endo International plc entered into a new credit agreement (the 20142017 Credit Agreement) as a guarantor, together with Deutscheits subsidiaries Endo Luxembourg Finance Company I S.à r.l., and Endo LLC, as borrowers (the Borrowers), the other guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, AG New York Branch,N.A., as administrative agent, collateral agent, issuing bank and swingline lender and certain other lenders, which providedlender. The 2017 Credit Agreement provides for (i) a five-year senior secured revolving credit facility in a principal amount of $1,000.0 million (the 2017 Revolving Credit Facility) (up to $50.0 million (which amount may be increased to up to $75.0 million with the consent of the administrative agent and certain issuing banks) of which is available for letters of credit and up to $50.0 million (which amount may be increased to up to $75.0 million with the consent of the administrative agent) of which is available for swing line loans) and (ii) a seven-year senior secured term loan A facility in a principal amount of $3,415.0 million (the 2017 Term Loan Facility and, together with the 2017 Revolving Credit Facility, the 2017 Credit Facility). Any outstanding amounts borrowed pursuant to the 2017 Term Loan Facility will immediately mature if the 7.25% Senior Notes due 2022 are not refinanced or repaid in full prior to the date that is 91 days prior to the stated maturity date thereof. Any outstanding amounts borrowed pursuant to the 2017 Credit Facility will immediately mature if any of the following of our senior notes (other than, in the case of the 2017 Revolving Credit Facility, the 5.375% Senior notes due 2023 and the 6.00% Senior Notes due 2023) are not refinanced or repaid in full prior to the date that is 91 days prior to the stated maturity date thereof:
InstrumentMaturity Date
7.25% Senior Notes due 2022January 15, 2022
5.75% Senior Notes due 2022January 15, 2022
5.375% Senior Notes due 2023January 15, 2023
6.00% Senior Notes due 2023July 15, 2023
The proceeds of the 2017 Term Loan Facility were used, together with cash on hand, to repay our outstanding obligations under our prior credit facilities and to pay related fees and expenses. The proceeds of the 2017 Revolving Credit Facility will be used for working capital, capital expenditures and general corporate purposes. The obligations under the 2017 Credit Agreement are guaranteed by Endo International plc and its subsidiaries from time to time (with certain exceptions) (together with the Borrowers, the Loan Parties). The obligations under the 2017 Credit Agreement and the obligations under the indenture governing the 5.875% Senior Secured Notes due 2024 are secured on a pari passu basis by a first priority (subject to permitted liens) lien on substantially all the assets (with certain exceptions) of the Loan Parties. The 2017 Credit Agreement contains affirmative and negative covenants that the Company believes to be usual and customary for a senior secured credit facility of this type. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends and other restricted payments, investments and transactions with the Company’s affiliates. In addition, on an annual basis commencing with the year ended December 31, 2018, the Company is required to perform a calculation of excess cash flow (as defined in the 2017 Credit Agreement) and a portion of the principal amount of the 2017 Term Loan Facility may be required to be prepaid in accordance with the terms of the 2017 Credit Agreement. No such payment is required at December 31, 2017.
The 2017 Credit Agreement provides that the Borrowers may incur incremental revolving commitments and/or incremental term loans in an aggregate principal amount of $1.1 billion (the 2014 Term Loan A Facility), a seven-year senior secured term loan B facility in an aggregate principal amount of $425.0 million (the 2014 Term Loan B Facility), and a five-year revolving credit facility in an aggregate principal amount of $750.0 million (the 2014 Revolving Credit Facility). The 2014 Credit Agreement was entered into to refinance certain of our existing indebtedness, including our prior credit facility, and for general corporate purposes, including acquisitions.
In June 2015, certain subsidiaries of the Company entered into Amendment No. 1 to Credit Agreement (Amendment No. 1), with Deutsche Bank and certain other lenders, pursuant to which we amended the 2014 Credit Agreement to, among other things, (i) permit the acquisition by Endo Designated Activity Company, formerly known as Endo Limited (Endo DAC) or its affiliates of Par and (ii) permit an incremental revolving facility in an aggregate principal amount of $250.0 million (the Incremental Revolving Facility), and one or more incremental term B loan facilities in an aggregate principal amount up to $5.0(i) up to $1.0 billion in each case, in connection with the Par acquisition. Loans incurred under the 2014 Term Loan A Facility, the 2014 Term Loan B Facility and the Incremental Term Loan B Facility (as defined below) are recorded net of the unamortized portion of the original purchaser’s discount. This discount is amortized to interest expense over the term of the Amended Credit Agreement (as defined below).
Simultaneously with the closing of the Par acquisition, on September 25, 2015, we entered into the Incremental Amendment to Credit Agreement, with Deutsche Bank and certain other lenders (the Incremental Amendment), pursuant to which we (i) increased

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our revolving capacity to $1,000.0 million pursuant to the Incremental Revolving Facility (ii) incurred an incremental term loan B facility (the Incremental Term Loan B Facility) in an aggregate principal amount of $2,800.0 million (together with the Incremental Revolving Facility, the Par Incremental Facilities) and (iii) repaid in full the amount outstanding under the 2014 Term Loan B Facility. We refer to the 2014 Credit Agreement, as amended by Amendment No. 1 and the Incremental Amendment, and as further amended, restated, supplemented or otherwise modified, as the Amended Credit Agreement. There were $225.0 million in revolving loans at December 31, 2015. We have $773.0 million of remaining credit available through the revolving credit facilities as of December 31, 2015.
In connection with the Incremental Revolving Facility and the Incremental Term Loan B Facility, we incurred new debt issuance costs of approximately $125.1 million, of which $59.0 million was deferred and will be amortized as interest expense over the term of the Incremental Revolving Facility and the Incremental Term Loan B Facility. The remaining $66.1 million and previously deferred debt issuance costs of $7.9 million associated with the original Term Loan B Facility were charged to expense. These expenses were included in the Consolidated Statements of Operations as Other Expense (Income), Net and Loss on extinguishment of debt, respectively.
In addition to the Incremental Revolving Facility and the Incremental Term Loan B Facility, the Amended Credit Agreement also permits us to obtain (i) incremental revolving and/or term loan commitments of $1.0 billion plus (ii) an unlimited amount of incremental revolving and/or term loan commitments if the Secured Leverage Ratio (as defined in the Amended Credit Agreement),pro forma first lien net leverage ratio at the time of incurrence of such incremental commitments andor loans after giving effect thereto on a pro forma basis, is less than or equal to 3.002.50 to 1.00 (assuming for purposes of such calculation that any incremental revolving commitments being incurred at the time of such calculation are fully drawn and without netting cash proceeds of any incremental facilities or incremental equivalent debt) or, in lieu of loans under any incremental facilities under the 2017 Credit Agreement, the incurrence of incremental equivalent debt consisting of pari passu notes or loans (subject to pro forma compliance with a first lien net leverage ratio of 2.50 to 1.00), junior secured notes or loans (subject to pro forma compliance with a secured net leverage ratio of 3.50 to 1.00) or unsecured notes or junior secured term loans)loans (subject to pro forma compliance with a total net leverage ratio of 6.50 to 1.00) from one or more of the existing lenders (or their affiliates) or other lenders (with the consent of the administrative agent) and, subject to compliance by the borrowersBorrowers with the documentation and other requirements under the Amended2017 Credit Agreement, without the need for consent from any of the existing lenders under the Amended2017 Credit Agreement (other than those existing lenders that have agreedAgreement.

Borrowings under the 2017 Revolving Credit Facility bear interest, at the borrower’s election, at a rate equal to provide such incremental facilities).
The Amended Credit Agreement contains affirmative(i) an applicable margin between 1.50% and negative covenants that the Company believes to be usual and customary for a senior secured credit facility. The negative covenants include, among other things, limitations3.00% depending on capital expenditures, asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with the Company’s affiliates. Astotal net leverage ratio plus the London Interbank Offered Rate (LIBOR) or (ii) an applicable margin between 0.50% and 2.00% depending on the Company’s total net leverage ratio plus the Alternate Base Rate (as defined in the 2017 Credit Agreement). In addition, borrowings under our 2017 Term Loan Facility bear interest, at the borrower’s election, at a rate equal to (i) 4.25% plus LIBOR, subject to a LIBOR floor of December 31, 2015, we were in compliance with all such covenants.0.75%, or (ii) 3.75% plus the Alternate Base Rate, subject to an Alternate Base Rate floor of 1.75%.
6.00% Senior Notes Due 2025
On JanuaryAlso on April 27, 2015,2017, Endo DAC,Designated Activity Company (Endo DAC), Endo Finance LLC and Endo Finco Inc. (collectively, the Issuers) issued $1.20 billion$300.0 million in aggregate principal amount of 6.00% senior notes5.875% Senior Secured Notes due 20252024 (the 20252024 Notes). The 20252024 Notes were issued in a private offering for resale to qualified“qualified institutional buyers pursuant tobuyers” (as defined in Rule 144A under the Securities Act of 1933, as amended. In connectionAct) and outside the United States to non-U.S. persons in compliance with Regulation S under the 2025 Notes, we incurred new debt issuance costs of $24.4 million, which were deferred and will be amortized over the term of the 2025 Notes.
Securities Act. The 20252024 Notes are senior unsecuredsecured obligations of the Issuers and areare: (i) guaranteed on a senior unsecured basis by all of our significantEndo International plc and its subsidiaries (other than Astora Women’s Health Technologies, Grupo Farmacéutico Somar, S.A. de C.V., Laboratoris Paladin S.A. de C.V. and Litha Healthcare Group Limited)that also guarantee the 2017 Credit Agreement and certain ofother material indebtedness and (ii) secured by a lien on the Company’s other subsidiaries.same collateral that secures the 2017 Credit Agreement. Interest on the 20252024 Notes is payable semiannually in arrears on February 1April 15 and August 1October 15 of each year, beginning on August 1, 2015.October 15, 2017. The 20252024 Notes will mature on February 1, 2025,October 15, 2024, subject to earlier repurchase or redemption in accordance with the terms of the 20252024 Notes indenture.
The 2025 Notes were issued to (i) finance its acquisition of Auxilium, (ii) refinance certain indebtedness of Auxilium and (iii) pay related transaction fees and expenses.
On or after February 1,April 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the 20252024 Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and additional interest, if any, on the notes redeemed if such notes are redeemed during the twelve-month period beginning on February 1April 15 of the years indicated below:
Payment Dates (between indicated dates)Redemption
Percentage  
From February 1, 2020 to and including January 31, 2021103.000%
From February 1, 2021 to and including January 31, 2022102.000%
From February 1, 2022 to and including January 31, 2023101.000%
From February 1, 2023 and thereafter100.000%
Year Percentage
2020 102.938%
2021 101.469%
2022 and thereafter 100.000%
In addition, atAt any time prior to February 1,April 15, 2020, the Issuers may on any one or more occasions redeem all or a part of the 20252024 Notes at a specified redemption price set forthequal to 100% of the principal amount of the notes redeemed, plus the applicable make-whole premium as described in the 2024 Notes indenture, plus accrued and unpaid interest and additional interest, if any. In addition, prior to February 1, 2018,April 15, 2020, the Issuers may, subject to certain restrictions and limitations, redeem up to 35% of the aggregate principal amount of the 20252024 Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 106.000%105.875% of the aggregate principal amount of the

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2025 2024 Notes redeemed, plus accrued and unpaid interest.interest and additional interest, if any. If Endo DACthe Company experiences certain change of control events, the Issuers must offer to repurchase the 20252024 Notes at 101% of their principal amount, plus accrued and unpaid interest and additional interest, if any.
The 20252024 Notes indenture contains covenants that, among other things, restrict Endo DAC’sthe Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain dividends, distributions, investments and restricted payments, sell certain assets, enter into sale and leaseback transactions, agree to payment restrictions on the ability of restricted subsidiaries to make certain payments to Endo DAC,International plc or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of Endo DAC’sthe Company’s assets, or enter into certain transactions with affiliates.affiliates or designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications, including the fall away or revision of certain of these covenants and release of the collateral upon the 20252024 Notes receiving investment grade credit ratings.
Also on January 27, 2015,The Company used the Issuers andnet proceeds under the guarantors2017 Term Loan Facility, together with the net proceeds of the 20252024 Notes entered into a registration rights agreementand cash on hand, to repay all of its outstanding loans under which they will be requiredits prior credit facilities and to pay related fees and expenses. The Company intends to use their commercially reasonable efforts to (i) file with the SEC by March 31, 2016 an exchange offer registration statement pursuant to which they will offer, in exchange for the 2025 Notes, new notes having terms substantially identical in all material respects to thoseproceeds of the 2025 Notes (except the new notes will not contain terms with respect2017 Revolving Credit Facility from time to transfer restrictions) (the A/B Exchange Offer), (ii) complete the A/B Exchange Offer by July 1, 2016 or, under specified circumstances, (iii) file a shelf registration statement with the SEC covering resales of the 2025 Notes. The Issuers may be required to pay additional interest if they fail to comply with the registrationtime for working capital, capital expenditures and exchange requirements set forth in the registration rights agreement.general corporate purposes.
1.50% Convertible Senior Notes Due 2018
On January 29, 2015, in connection with the consummation of the Merger Agreement between Endo and Auxilium, Endo entered into an agreement relating to Auxilium’s $350.0 million of 1.50% convertible senior notes due 2018 (the Auxilium Notes), pursuant to which the Auxilium Notes are no longer convertible into shares of Auxilium common stock and instead are convertible into cash and ordinary shares of Endo based on the weighted average of the cash and Endo ordinary shares received by Auxilium stockholders that affirmatively made an election in connection with the Merger. As a result of such elections, for each share of Auxilium common stock a holder of Auxilium Notes was previously entitled to receive upon conversion of Notes, such holder instead became entitled to receive $9.88 in cash and 0.3430 Endo ordinary shares. Pursuant to this agreement, Endo became a co-obligor of Auxilium’s obligations under the Auxilium Notes and expressly agreed to assume, jointly and severally with Auxilium, liability for (a) the due and punctual payment of the principal (and premium, if any) and interest, if any, on all of the Auxilium Notes issued under the corresponding indenture, (b) the due and punctual delivery of Endo ordinary shares and/or cash upon conversion of the Auxilium Notes by note holders and (c) the due and punctual performance and observance of all of the covenants and conditions of the corresponding indenture to be performed by Auxilium.
As further described in Note 5. Acquisitions, and as a result of the variability in the number of ordinary shares to be issued, the Auxilium Notes were initially recorded at their estimated fair value of $571.1 million upon the acquisition of Auxilium. In accordance with accounting guidance for debt with conversion and other options, we separately accounted for the liability and equity components of the Auxilium Notes by allocating the proceeds between the liability component and the embedded conversion option, or equity component, due to our ability to settle the Auxilium Notes in a combination of cash and ordinary shares, with $304.5 million allocated to debt and $266.6 million allocated to Additional paid-in capital. The fair value of the liability component was determined using a discounted cash flow model with a discount rate consistent with that of a similar liability that does not have an associated convertible feature, based on comparable market transactions. Fair value of the equity component was determined using an integrated lattice valuation, which incorporates the conversion option and assumptions related to default.
Subsequent to the closing of the acquisition on January 29, 2015, during the first quarter of 2015, holders of the Auxilium Notes converted substantially all of the Auxilium Notes and received aggregate consideration consisting of $148.9 million of cash and 5.2 million ordinary shares valued at $408.6 million. The value of the ordinary shares issued resulted in an increase to Additional paid-in capital of $408.6 million. In connection with these conversions, we charged $5.4 million to expense, representing the differences between the fair value of the repurchased debt components and their carrying amounts. The expense was included in the Consolidated Statements of Operations as a Loss on extinguishment of debt. Additionally, we recorded a combined decrease to Additional paid-in capital in the amount of $247.4 million during the first quarter of 2015, representing the fair value of the equity component of the repurchased Auxilium Notes.
1.75% Convertible Senior Subordinated Notes Due 2015
At December 31, 2014, our indebtedness included 1.75% Convertible Senior Subordinated Notes due April 15, 2015 (the Convertible Notes). In April 2015, we settled $98.7 million aggregate principal amount of the Convertible Notes, which was the remaining outstanding principal balance of the Convertible Notes, for $316.4 million, which included the issuance of 2,261,236 ordinary shares.
In connection with the April 2015 Convertible Notes settlement activity, we entered into an agreement with the note hedge counterparty to settle the related call options for the receipt of 2,261,236 of our ordinary shares. These ordinary shares were subsequently canceled by the Company. In addition, we entered into an agreement to terminate the related warrants in exchange for our agreement to deliver to the warrant counterparty approximately 1,792,379 ordinary shares, which we delivered in June 2015.

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6.00% Senior Notes Due 2023
In July 2015, the Issuers issued $1.64 billion in aggregate principal amount of 6.00% senior notes due July 2023 (the 2023 Notes). The 2023 Notes were issued in a private offering for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
In connection with the 2023 Notes issuance,2017 Refinancing, we incurred new debt issuance costs of approximately $29.1$56.7 million, which were allocated among the new debt instruments as follows: (i) $41.3 million to the 2017 Term Loan Facility, (ii) $10.5 million to the 2017 Revolving Credit Facility and (iii) $4.9 million to the 2024 Notes. These costs, together with $10.1 million of the previously deferred debt issuance costs associated with our prior revolving credit facility, have been deferred and are beingwill be amortized as interest expense over the term of the 2023 Notes.
The 2023 Notes are senior unsecured obligations of the Issuers and are guaranteed on a senior unsecured basis by all of our significant subsidiaries (other than Astora Women’s Health Technologies, Grupo Farmacéutico Somar, S.A. de C.V., Laboratoris Paladin S.A. de C.V. and Litha Healthcare Group Limited) and certain of the Company’s other subsidiaries. Interest on the 2023 Notes is payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2023 Notes will mature on July 15, 2023, subject to earlier repurchase or redemption in accordance with the terms of the 2023 Notes indenture.
On or after July 15, 2018, the Issuers may on any one or more occasions redeem all or a partrespective instruments. The remaining $51.7 million of the 2023 Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on July 15 of the years indicated below:
Payment Dates (between indicated dates)Redemption
Percentage  
From July 15, 2018 to and including July 14, 2019104.500%
From July 15, 2019 to and including July 14, 2020103.000%
From July 15, 2020 to and including July 14, 2021101.500%
From July 15, 2021 and thereafter100.000%
In addition, at any time prior to July 15, 2018, the Issuers may on any one or more occasions redeem all or a part of the 2023 Notes at a specified redemption price set forth in the indenture, plus accrued and unpaid interest. In addition, prior to July 15, 2018, the Issuers may redeem up to 35% of the aggregate principal amount of the 2023 Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 106.000% of the aggregate principal amount of the 2023 Notes redeemed, plus accrued and unpaid interest. If Endo DAC experiences certain change of control events, the Issuers must offer to repurchase the 2023 Notes at 101% of their principal amount, plus accrued and unpaid interest.
The 2023 Notes indenture contains covenants that, among other things, restrict Endo DAC’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make restricted payments, sell certain assets, agree to payment restrictions on the ability of restricted subsidiaries to make payments to Endo DAC, create certain liens, merge, consolidate or sell substantially all of Endo DAC’s assets, or enter into certain transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications, including the fall away or revision of certain of these covenants upon the 2023 Notes receiving investment grade credit ratings.
Redemption of 2019 Senior Notes
In July 2015, the Company’s wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., redeemed all $481.9 million aggregate principal amount outstanding of their 7.00% Senior Notes due 2019 (2019 Endo Finance Notes) and the Company’s wholly-owned subsidiary, EHSI, redeemed all $18.0 million aggregate principal amount outstanding of its 7.00% Senior Notes due 2019 (2019 EHSI Notes). The aggregate redemption price included a redemption fee of $17.5 million, or 3.5% of the aggregate principal amount of the 2019 Endo Finance Notes and the 2019 EHSI Notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with the redemption, the Company expensed the previously deferred debt issuance costs associated with our prior revolving and term loan facilities were charged to expense in the second quarter of $11.1 million and the redemption fee of $17.5 million.2017. These expenses totaled $28.6 million and were included in the Consolidated Statements of Operations as a Loss on extinguishment of debt.
Redemption of 2020 Senior Notes
In November 2015,Maturities
The following table presents, subsequent to the Company’s wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., redeemed all $393.0 million aggregate principal amount outstanding of their 7.00% Senior Notes due 2020 (2020 Endo Finance Notes) and the Company’s wholly-owned subsidiary, EHSI, redeemed all $7.0 million aggregate principal amount outstanding of its 7.00% Senior Notes due 2020 (2020 EHSI Notes). The aggregate redemption price included a redemption fee of $14.0 million, or 3.5%closing of the aggregate principal amount ofApril 2017 Refinancing, the 2020 Endo Finance Notes and the 2020 EHSI Notes, plus accrued and unpaid interest to, but not including, the redemption date. In connection with the redemption, the Company expensed the previously deferred debt issuance costs of $12.1 million and the redemption fee of $14.0 million. These expenses totaled $26.1 million and were included in the Consolidated Statements of Operations as a Lossmaturities on extinguishment of debt.

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Mandatorily Redeemable Preferred Stock due 2035
In conjunction with the sale of the Men’s Health and Prostate Health component of AMS to Boston Scientific Corporation, Boston Scientific Corporation purchased 60,000 shares of mandatorily redeemable Series B Senior Preferred Stock issued by AMS from EPI. The aggregate purchase price of these shares was $60.0 million.  The Series B Senior Preferred Stock, of which there were 100,000 authorized shares, was non-voting. All of the voting shares were retained by Endo.
On December 11, 2015, the Company redeemed all 60,000 shares of the Series B Senior Preferred Stock from Boston Scientific Corporation for $61.6 million, including accrued and unpaid dividends, resulting in a gain on extinguishment of debt of $0.3 million in the accompanying Consolidated Statements of Operations. The accrued dividends and amortization of issuance costs totaling $2.1 million during the year ending December 31, 2015 are included in interest expense in the accompanying Consolidated Statements of Operations.
Maturities
Maturities onour long-term debt for each of the next five fiscal years as ofsubsequent to December 31, 2015 are as follows2017 (in thousands):
December 31,
2015
Maturities (1)
2016$328,705
2017$131,125
2018$179,250
$34,205
2019$715,500
$34,150
2020$28,000
$34,150
2021$34,150
2022$1,134,150
__________
(1)Any outstanding amounts borrowed pursuant to the 2017 Credit Facility will immediately mature if certain of our senior notes (enumerated above under the heading “April 2017 Refinancing”) (other than, in the case of the 2017 Revolving Credit Facility, the 5.375% Senior Notes due 2023 and the 6.00% Senior Notes due 2023) are not refinanced or repaid in full prior to the date that is 91 days prior to the respective stated maturity dates thereof. Accordingly, we may be required to repay or refinance senior notes with an aggregate principal amount of $1,100.0 million in 2021, despite such notes having stated maturities in 2022. Similarly, we may be required to repay or refinance senior notes with an aggregate principal amount of $750.0 million in 2022, despite such notes having stated maturities in 2023. The amounts in this maturities table do not reflect any such early payment; rather, they reflect stated maturity dates.
NOTE 14. COMMITMENTS AND CONTINGENCIES
Manufacturing, Supply and Other Service Agreements
Our subsidiaries contract with various third party manufacturers, suppliers and service providers to provide raw materials used in our subsidiaries’ products and semi-finished and finished goods, as well as certain packaging, labeling services, customer service support, warehouse and distribution services. These contracts include agreements with Novartis Consumer Health, Inc., Novartis AG, and Sandoz, Inc. (collectively, Novartis), Teikoku Seiyaku Co., Ltd., Noramco, Inc., Grünenthal GmbH, Sharp Corporation, UPS Supply Chain Solutions, Inc. and Jubilant HollisterStier Laboratories LLC. If, for any reason, we are unable to obtain sufficient quantities of any of the finished goods or raw materials or components required for our products or services needed to conduct our business, it could have an adverse effect on our business, financial condition, results of operations and cash flows.
In addition to the manufacturing and supply agreements described above, we have agreements with various companies for clinical development services. Although we have no reason to believe that the parties to these agreements will not meet their obligations, failure by any of these third parties to honor their contractual obligations may have a material adverse effect on our business, financial condition, results of operations and cash flows.
Novartis License and Supply AgreementJubilant HollisterStier Laboratories LLC (JHS)
See Note 11. License and Collaboration Agreements for a description of the Company’s commitments and contingencies under the 2008 and 2015 Voltaren® Gel Agreements.
Teikoku Seiyaku Co., Ltd.
Under the terms of the Company's agreement (the Teikoku Agreement) with Teikoku Seiyaku Co. Ltd. (Teikoku), a Japanese manufacturer, Teikoku manufactures Lidoderm® at its two Japanese facilities, located on adjacent properties, for commercial sale by the Company in the U.S. the Company also has an option to extend the supply area to other territories. The Company amended the Teikoku agreement on April 24, 2007, January 6, 2010, November 1, 2010 and February 25, 2015 (together, the Amended Agreement). The material components of the Amended Agreement are as follows:
The Company agreed to issue firm purchase orders for a minimum number of patches per year through 2017, representing the noncancelable portion of the Amended Agreement. There is a lower minimum purchase requirement in effect subsequent to 2017. The Company has met its minimum purchase requirement for 2015.
Teikoku agreed to fix the supply price of Lidoderm® for a period of time after which the price will be adjusted at future dates certain based on a price index defined in the Amended Agreement.
Following cessation of the Company’s obligation to pay royalties to Hind Healthcare Inc. (Hind) under the Sole and Exclusive License Agreement dated as of November 23, 1998, as amended, between Hind and the Company (the Hind Agreement), the Company began to pay to Teikoku annual royalties based on annual net sales of Lidoderm®.

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The Amended Agreement will not expire until December 31, 2021, unless terminated in accordance with its terms. After December 31, 2021, the Amended Agreement shall be automatically renewed on the first day of January each year unless terminated in accordance with its terms.
Either party may terminate the Amended Agreement, following a 45-day cure period, in the event that the Company fails to issue firm purchase orders for the annual minimum quantity for each year after 2017.
The Company is the exclusive licensee for any authorized generic for Lidoderm® until the later of August 15, 2017 or the date of the first commercial sale of the second non-Teikoku generic version of Lidoderm®.
Amounts purchased pursuant to the Teikoku Agreement, as amended, were $48.3 million, $45.1 million and $167.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.
On November 23, 2011, the Company’s obligation to pay royalties to Hind under the Hind Agreement ceased. Accordingly, on November 23, 2011, pursuant to the terms of the Teikoku Agreement, the Company began to incur royalties to Teikoku based on annual net sales of Lidoderm®. The royalty rate is 6% of branded Lidoderm® net sales. Additionally, in May 2014, we launched an authorized generic lidocaine patch 5% (referred to as Lidoderm® authorized generic) and began to incur royalties on net sales of the authorized generic. During the years ended December 31, 2015, 2014 and 2013, we recorded $17.8 million, $19.1 million and $35.0 million for these royalties to Teikoku, respectively. These amounts were included in our Consolidated Statementssecond quarter of Operations as Cost of revenues. At December 31, 2015, $16.8 million is recorded as a royalty payable and included in Accounts payable in the accompanying Consolidated Balance Sheets.
Noramco, Inc.
Under the terms of our agreement (the Noramco Agreement) with Noramco, Inc. (Noramco), Noramco manufactured and supplied to us certain narcotic active drug substances, in bulk form, and raw materials for inclusion in our controlled substance pharmaceutical products. There were no minimum annual purchase commitments under the Noramco Agreement. However, we were required to purchase a fixed percentage of our annual requirements of each narcotic active drug substance covered by the Noramco Agreement from Noramco. The purchase price for these substances was equal to a fixed amount, adjusted on an annual basis. Originally, the Noramco Agreement was to expire on December 31, 2011, with automatic renewal provisions for unlimited successive one-year periods. In September 2011, we extended the Noramco Agreement through early 2012. On April 27, 2012,2016, we entered into a new supply agreement with Noramco (the 2012 NoramcoJHS (JHS Agreement). Under the terms of this supply agreement, Noramco manufactures and supplies to us certain narcotic active drug substances, in bulk form, for inclusion in our controlled substance pharmaceutical products. There are no minimum annual purchase commitments under the 2012 Noramco Agreement. However, we are required to purchase from Noramco a fixed percentage of our annual requirements of each narcotic active drug substance covered by the 2012 Noramco Agreement. The purchase price for these substances is equal to a fixed amount, adjusted on an annual basis based on volume. The term of the 2012 Noramco Agreement is for four years with automatic renewal provisions for unlimited successive one-year periods. The Noramco Agreement may be terminated at any time upon mutual written agreement between the parties or by either party in certain circumstances upon providing sufficient written notice to the other party.
Amounts purchased from Noramco were $42.0 million, $76.0 million and $66.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Grünenthal GmbH
Pursuant to the terms of the Company’s December 2007 License, Development and Supply Agreement with Grünenthal (the Grünenthal Agreement), Grünenthal agreed to manufacture and supply to the Company a crush-resistant formulation of OPANA® ER based on a supply price equal to a certain percentage of net sales of OPANA® ER, subject to a floor price. In the first quarter of 2012, we began production of the crush-resistant formulation of OPANA® ER at a third party manufacturing facility managed by Grünenthal. The Grünenthal Agreement will expire on the later of (i) the 15th anniversary of the date of first commercial sale of the product, (ii) the expiration of the last issued patent in the territory claiming or covering products or (iii) the expiration of exclusivity granted by the FDA for the last product developed under the Grünenthal Agreement. Either party may terminate the Grünenthal Agreement in certain circumstances upon providing sufficient written notice to the other party. Effective December 19, 2012, the Company and Grünenthal amended the Grünenthal Agreement whereby the Company became responsible for the planning of packaging of finished product and certain other routine packaging quality obligations and Grünenthal agreed to reimburse the Company for the third-party costs incurred related to packaging as well as pay the Company a periodic packaging fee. The amendment also changed certain of the terms with respect to the floor price required to be paid by the Company in consideration for product supplied by Grünenthal. On February 18, 2014, the Company and Grünenthal amended the Grünenthal Agreement to define the responsibilities of the parties for certain additional clinical work to be performed for OPANA® ER.
The Company’s supply payments made to Grünenthal pursuant to the Grünenthal Agreement are recorded in Cost of revenues in our Consolidated Statements of Operations and must be paid in U.S. dollars within 45 days after each calendar quarter. We incurred $28.5 million, $32.9 million and $35.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

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Sharp Corporation
Under the terms of our agreement (the Sharp Agreement) with Sharp Corporation (Sharp), a U.S. manufacturer, Sharp performs certain packaging and labeling services for Endo, including the packaging and labeling of Lidoderm® and Lidoderm® AG, our formulation of OPANA® ER designed to be crush-resistant, Valstar® and BELBUCATM at its facilities in Allentown, Pennsylvania for commercial sale by us in the U.S. The Sharp Agreement is effective until March 2016 and is subject to renewal for additional one-year periods upon mutual agreement by both parties. Endo has the right to terminate the Sharp Agreement at any time upon 90 days’ written notice to Sharp.
Amounts purchased pursuant to the Sharp agreement were $3.3 million, $2.0 million and $7.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.
UPS Supply Chain Solutions, Inc.
Under the terms of this agreement, the Company utilizes UPS Supply Chain Solutions (UPS) to provide customer service support and warehouse, freight and distribution services for certain of its products in the U.S. The term of the agreement extends through June 30, 2020. The agreement may be terminated by either the Company or UPS (1) without cause upon prior written notice to the other party; (2) with cause in the event of an uncured material breach by the other party; and (3) if the other party becomes insolvent or bankrupt. In the event of termination of services provided under the Warehouse Distribution Services Schedule to the agreement (i) by the Company without cause or (ii) by UPS due to the Company’s breach, failure by the Company to make payments when due, or the Company’s insolvency, the Company would be required to pay UPS certain termination costs. Such termination costs would not be material to the Company’s Consolidated Statements of Operations. On February 21, 2012, the Company amended this agreement to provide for a reduced pricing structure, which included new monthly fees, new variable fees and new termination fees. On August 16, 2013, the Company further amended this agreement to add another mode of transport permissible under the agreement. On June 19, 2015, the Company further amended this agreement to, among other things, extend the terms of certain service schedules and replace certain exhibits to the service schedules.
Jubilant HollisterStier Laboratories LLC
On January 29, 2015, we acquired Auxilium, which is party to a supply agreement (the JHS Agreement) with Jubilant HollisterStier Laboratories LLC (JHS). Pursuant to the JHS Agreement, which was initially entered into in June 2008, JHS fills and lyophilizes the XIAFLEX®bulk drug substance, which is manufactured by Auxilium,the Company, and produces sterile diluent. The initial term of the JHS agreement wasis three years, with automatic renewal provisions thereafter for subsequent two-yearone-year terms, unless or until either party provides notification prior to expiration of the then current term of the contract. AuxiliumThe Company is required to purchase a specified percentage of its total forecasted volume of XIAFLEX®from JHS each year, unless JHS is unable to supply XIAFLEX®within the timeframe established under such forecasts. Auxilium currently is the sole supplier of the active pharmaceutical ingredient for commercial supply of XIAFLEX®, but it is currently in the process of qualifying a new secondary manufacturer for XIAFLEX®.
Amounts purchased pursuant to the JHS Agreement were $5.6 million and $6.3 million for the years ended December 31, 2017 and 2016. Amounts purchased in 2015 were not material for any of the periods presented.material.
Milestones and Royalties
See Note 11. License and Collaboration Agreements for a complete description of future milestone and royalty commitments pursuant to our material acquisitions, license and collaboration agreements.
Legal Proceedings and Investigations
We and certain of our subsidiaries are involved in various claims, legal proceedings, internal and governmental investigations (collectively, proceedings) that arise from time to time in the ordinary course of our business, including, among others, those relating to product liability, intellectual property, regulatory compliance, consumer protection and commercial matters,matters. While we cannot predict the outcome of these proceedings and including suits we intend to vigorously prosecute or defend our position as appropriate, there can be no assurance that we will be successful or obtain any requested relief and an adverse outcome in any of these proceedings could have previously reported, such as propoxyphene litigationa material adverse effect on our current and average wholesale price litigation. Thesefuture financial position, results of operations and other matterscash flows. Matters that are not being disclosed herein are, in the opinion of our management, immaterial both individually and in the aggregate with respect to our financial position, results of operations and cash flows. While we cannot predictIf and when such matters, in the outcome of these legal proceedings and we intend to defend vigorously our position, an adverse outcome in any of these proceedings could have a material adverse effect on our current and future financial position, results of operations and cash flows.
As of December 31, 2015, our reserve for loss contingencies totaled $2.16 billion, of which $2.09 billion relates to our product liability accrual for vaginal mesh cases. We had previously announced that we had reached master settlement agreements with several of the leading plaintiffs’ law firms to resolve claims relating to vaginal mesh products sold by our AMS subsidiary. The agreements were entered into solely by way of compromise and settlement and are not in any way an admission of liability or fault. Although we believe there is a reasonable possibility that a loss in excess of the amount recognized exists, we are unable to estimate the possible loss or range of loss in excess of the amount recognized at this time.

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Product Liability
We and certainopinion of our subsidiaries have been named as defendantsmanagement, become material either individually or in numerous lawsuits in various federal and state courts, as well as in Canada and other countries outside the U.S., alleging personal injury resulting from the use of certain of our products and the products of our subsidiaries. These matters are described in more detail below.aggregate, we will disclose such matters.

We believe that certain settlements and judgments, as well as legal defense costs, relating to certain product liability or other matters are or may be covered in whole or in part under our product liability insurance policies with a number of insurance carriers. In certain circumstances, insurance carriers reserve their rights to contest or deny coverage. We intend to contest vigorously any and all such disputes with our insurance carriers and to enforce our rights under the terms of our insurance policies. Accordingly, we will record receivables with respect to amounts due under these policies only when the resolution of any dispute has been reached and realization of the potential claim for recovery is considered probable. Amounts recovered under our product liability insurance policies will likely be less than the stated coverage limits and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers will pay claims or that coverage will otherwise be available.
As of December 31, 2017, our reserve for loss contingencies totaled $1,298.2 million, of which $1,087.2 million relates to our liability accrual for vaginal mesh cases and other mesh-related matters. During the fourth quarter of 2017, the Company recorded a total increase to its legal reserves of approximately $200 million related to testosterone-related product liability matters and LIDODERM®-related antitrust matters, which reflects the Company’s conclusion that a loss is probable with respect to these matters. The reserve for LIDODERM®-related matters includes an estimated loss for, among other matters, a settlement in principle of all remaining claims filed against EPI in multidistrict litigation (MDL) No. 2521, which is further discussed below under the heading “Other Antitrust Matters.” The testosterone-related reserve includes an estimated loss for, among other matters, all testosterone-related product liability cases filed in MDL No. 2545 and in other courts. These cases are further discussed below under the heading “Product Liability and Related Matters.” Although we believe there is a reasonable possibility that a loss in excess of the amount recognized exists, we are unable to estimate the possible loss or range of loss in excess of the amount recognized at this time.
Product Liability and Related Matters
We and certain of our subsidiaries have been named as defendants in numerous lawsuits in various U.S. federal and state courts, as well as in Canada and other countries, alleging personal injury resulting from the use of certain products of our subsidiaries. These and other related matters are described below in more detail.
Vaginal Mesh Cases.Mesh. In October 2008, the FDA issued a Public Health Notification (October 2008 Public Health Notification) regarding potential complications associated with transvaginal placement of surgical mesh to treat pelvic organ prolapse (POP) and stress urinary incontinence (SUI). The notification providesprovided recommendations and encouragesencouraged physicians to seek specialized training in mesh procedures, to advise their patients about the risks associated with these procedures and to be diligent in diagnosing and reporting complications.
In July 2011, the FDA issued an update to the October 2008 Public Health Notification regarding mesh to further advise the public and the medical community of the potential complications associated with transvaginal placement of surgical mesh to treat POP and SUI. In the July 2011 update, the FDA stated that adverse events are not rare. Furthermore, the FDArare and questioned the relative effectiveness of transvaginal mesh as a treatment for POP as compared to non-mesh surgical repair. The July 2011 notificationupdate continued to encourage physicians to seek specialized training in mesh procedures, to consider and to advise their patients about the risks associated with these procedures and to be diligent in diagnosing and reporting complications.
In January 2012, the FDA ordered manufacturers of transvaginal surgical mesh used for POP and of single incision mini-slings for urinary incontinence, such as our AMS subsidiary, to conduct post-market safety studies and to monitor adverse event rates relating to the use of these products. AMS received a total of 19 class-wide post-market study orders regarding its pelvic floor repair and mini-sling products; however, the FDA agreed to place 16 of these study orders on hold for a variety of reasons. Three of these post-market study orders remain active and AMS is continuing the process of complying with these orders. In January 2016, the FDA issued a statement reclassifying surgical mesh for transvaginal POP repair from Class II to Class III. Surgical mesh for SUI repair remains a Class II device.
Since 2008, we and certain of our subsidiaries, including AMS and/or Astora, have been named as defendants in multiple lawsuits in the U.S. in various state and federal courts and(including a federal MDL pending in a multidistrict litigation (MDL) inthe U.S. District Court for the Southern District of West Virginia (MDL No. 2325)), and in Canada where various class action and individual complaints are pending, and in other countries, alleging personal injury resulting from the use of transvaginal surgical mesh products designed to treat POP and SUI. PlaintiffsIn January 2018, a representative proceeding (class action) was filed in these suits allegethe Federal Court of Australia against American Medical Systems, LLC. In the various class action and individual complaints, plaintiffs claim a variety of personal injuries, including chronic pain, incontinence, and inability to control bowel function and permanent deformities, and seek compensatory and punitive damages, where available.
We and certain plaintiffs’ counsel representing mesh-related product liability claimants have entered into various Master Settlement Agreements (MSAs) regarding settlingand other agreements to resolve up to approximately 49,00071,000 filed and unfiled mesh claims handled or controlled by the participating counsel. These MSAs whichand other agreements were executedentered into at various times sincebetween June 2013 and the present, were entered into solely by way of compromise and settlement and arewere not in any way an admission of liability or fault by us or any of our subsidiaries.
All MSAs are subject to a process that includes guidelines and procedures for administering the settlements and the release of funds. In certain cases, the MSAs provide for the creation of Qualified Settlement Fundsqualified settlement funds (QSFs) into which funds may be deposited pursuant to certain schedules set forth in those agreements. All MSAs have participation thresholds requiring participation byrequirements regarding the majority of claims represented by each law firm party to the MSA. If certain participation thresholds are not met, then we will have the right to terminate the settlement with that law firm. In addition, one agreement gives us a unilateral right of approval regarding which claims may be eligible to participate under that settlement. To the extent fewer claims than are authorized under an agreement participate, the total settlement payment under that agreement will be reduced by an agreed-upon amount for each such non-participating claim. Funds deposited in Qualified Settlement FundsQSFs are included in restricted cash and cash equivalents in the December 31, 2015 Consolidated Balance Sheets.

Distribution of funds to any individual claimant is conditioned upon the receipt of documentation substantiating the validity of the claim, a full release and a dismissal of the entire action or claim as to all AMS parties and affiliates. Prior to receiving funds, an individual claimant shallis required to represent and warrant that liens, assignment rights or other claims that are identified in the claims administration process have been or will be satisfied by the individual claimant. TheConfidentiality provisions apply to the amount of settlement awards to participating claimants, the claims evaluation process and procedures used in conjunction with award distributions, and the negotiations leading to the settlement shallsettlements.
In June 2017, the MDL court entered a case management order which, among other things, requires plaintiffs in newly-filed MDL cases to provide expert disclosures on specific causation within one hundred twenty (120) days of filing a claim (the Order). Under the Order, a plaintiff's failure to meet the foregoing deadline may be kept confidential by all parties and their counsel.

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As previously disclosed, our estimated liability had historically includedjudgment against such plaintiff. In July 2017, a reduction factor applied to the maximum number of potentially eligible claims resultingsimilar order was entered in a liability that was lower than the maximum payouts under the previously executed MSAs. This reduction factor was based on our estimate of likely duplicative claims and claims that would not ultimately obtain recovery under our MSAs or otherwise. DuringMinnesota state court.
Beginning in the second quarter of 2015, we adjusted2017, the reduction factor from 21%Company aggressively pursued a settlement strategy in connection with the mesh litigation. Consequently, the Company increased its mesh liability accrual by $775.5 million in the second quarter of 2017, which is expected to 18% based on the availablecover approximately 22,000 known U.S. mesh claims, processing information availablesubject to us at that time. Due to the actual number ofa claims processed and the lack of any meaningful reduction factor observed to date, we removed this assumption in its entirety from our estimated liabilityvalidation process for all resolved claims, as of December 31, 2015. Eliminating the reduction factor assumption resulted in a $401 million increase to our estimated liability and a corresponding pre-tax charge recorded in Discontinued operations, net of tax.
We expect that valid claims under the MSAs will continue to be settled. However, we intend to vigorously contest pending and future claims that are invalid or in excesswell as all of the maximum claim amounts under the MSAs. We are also aware of a substantial number of additionalinternational mesh liability claims or potential claims, some of which may be invalid or contested, forthe Company is aware and other mesh-related matters. This increase reflected the Company’s conclusion that a loss was probable with respect to all unsettled mesh-related matters of which we lack sufficient informationwere aware, and our current liability accrual applies to determine whether any potential liability issuch matters. Although the Company believes it has appropriately estimated the probable and such claims have not been included in our estimated product liability accrual. We intend to contest these claims vigorously.
Astotal amount of loss associated with all matters as of the date of this report, we believeit is reasonably possible that the current productfurther claims may be filed or asserted and adjustments to our liability accrual includes all known claims for which liability is probable and estimable. In order to evaluate whether a mesh claim is probable of a loss, we must obtain and evaluate certain information pertaining to each individual claim, including but not limited to the following items; the name and social security number of the plaintiff, evidence of an AMS implant, the date of implant, the date the claim was first asserted to AMS, the date that plaintiff’s counsel was retained, and most importantly, medical records establishing the injury alleged. Without access to at least this information and the opportunity to evaluate it, we are not in a position to determine whether a loss is probable for such claims. It is currently not possible to determine the validity or outcome of any additional or potential claims and such claims may result in additional losses thatbe required. This could have a material adverse effect on our business, financial condition, results of operations and cash flow. We will continue to monitor the situation, including with respect to any additional claims of which we may later become aware, and, if appropriate, make further adjustments to the product liability accrual based on new information.
During the fourth quarter of 2015, we recorded an $834.0 million pre-tax charge to increase the estimated product liability accrual for vaginal mesh cases. The increase in our estimated liability reflects the impact of removing the reduction factor assumption described above, the execution of additional MSAs in 2016 and an increase in the number of claims probable of a loss as determined by our ongoing assessment of outstanding claims.flows.
The following table presents the changes in the vaginalQSFs and mesh Qualified Settlement Funds and product liability accrual balance during the year ended December 31, 20152017 (in thousands):
Qualified Settlement Funds Product LiabilityQualified Settlement Funds Mesh Liability Accrual
Balance as of December 31, 2014$485,229
 $1,655,195
Balance as of January 1, 2017$275,987
 $963,117
Additional charges
 1,107,751

 775,474
Cash distributions to Qualified Settlement Funds743,132
 
Cash contributions to Qualified Settlement Funds668,306
 
Cash distributions to settle disputes from Qualified Settlement Funds(649,391) (649,391)(632,176) (632,176)
Cash distributions to settle disputes
 (27,379)
 (19,243)
Balance as of December 31, 2015$578,970
 $2,086,176
Other1,697
 
Balance as of December 31, 2017$313,814
 $1,087,172
Approximately $1.54 billionAs of December 31, 2017, $876.7 million of the totalmesh liability accrual amount shown above is classified asin the Current portion of the legal settlement accrual in the Consolidated Balance Sheets, with the remainder to be paid over time in accordance with the MSA agreements and classified as Long-term legal settlement accrual, less current portion, net in the December 31, 2015 Consolidated Balance Sheets.portion. Charges related to vaginal mesh product liability and associated legal fees and other expenses for all periods presented are reported in Discontinued operations, net of tax in our Consolidated Statements of Operations.
To date, the Company has made total mesh liability payments of approximately $2.9 billion, $313.8 million of which remains in the QSFs as of December 31, 2017. We expect to fund into the QSFs the remaining payments under all current settlement agreements over the course of the next two years, with completion by December 31, 2017.during 2018 and 2019. As the funds are disbursed out of the Qualified Settlement FundsQSFs from time to time, the product liability accrual will be reduced accordingly with a corresponding reduction to restricted cash and cash equivalents. In addition, we may pay cash distributions to settle disputes separate from the Qualified Settlement Funds,QSFs, which will also decrease the product liability accrual but will notand decrease restricted cash and cash equivalents.
In addition, we have beenWe were contacted in October 2012 regarding a civil investigation that has been initiated by a number of state attorneys general into mesh products, including transvaginal surgical mesh products designed to treat POP and SUI. In November 2013, we received a subpoena relating to this investigation from the state of California, and we have subsequently received additional subpoenas from California and other states. We are currently cooperating fully with this investigation. At this time, we cannotthese investigations.
We will continue to vigorously defend any unresolved claims and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict or determine the outcome of this investigationthese matters or reasonablyto estimate the amount orpossible range of amountsany additional losses that could be incurred.
Testosterone. Various manufacturers of fines or penalties, if any, that might result from a settlement or an adverse outcome from this investigation.

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Testosterone Cases. We and certain ofprescription medications containing testosterone, including our subsidiaries including EPIEndo Pharmaceuticals Inc. (EPI) and Auxilium Pharmaceuticals, Inc. (Auxilium)(subsequently converted to Auxilium Pharmaceuticals, LLC and hereinafter referred to as Auxilium), along with other pharmaceutical manufacturers, have been named as defendants in multiple lawsuits alleging personal injury resulting from the use of prescriptionsuch medications, containing testosterone, including FortestaFORTESTA® Gel, DelatestrylDELATESTRYL®, TestimTESTIM®, TESTOPEL®, AVEED®and StriantSTRIANT®. Plaintiffs in these suits generally allege various personal injuries, including pulmonary embolism, stroke andor other vascular and/or cardiac injuries, and seek compensatory and/or punitive damages, where available. In June 2014, an MDL was formed to include claims involving all testosterone replacement therapies filed against EPI, Auxilium, and other manufacturers of such products, and certain transferable cases pending in federal court were coordinated in the Northern District of Illinois as part of MDL No. 2545. In addition to the federal cases filed against EPI and Auxilium that have been transferred to the Northern District of Illinois as tag-along actions to MDL No. 2545, litigation has also been filed against EPI in the Court of Common Pleas Philadelphia County and in certain other state courts. Litigation similar to that described above may also be brought by other plaintiffs in various jurisdictions, and cases brought in federal court will be transferred to the Northern District of Illinois as tag-along actions to MDL No. 2545. However, we cannot predict the timing or outcome of any such litigation, or whether any such additional litigation will be brought against us. We intend to contest the litigation vigorously and to explore all options as appropriate in our best interest.

As of February 19, 2016,20, 2018, we were aware of approximately 9351,300 testosterone cases are currently pending against us; some(some of which may have been filed on behalf of multiple plaintiffs, and includingplaintiffs) pending against one or more of our subsidiaries. Many of these cases have been coordinated in a class action complaint filedfederal MDL pending in Canada.
In November 2015, the United StatedU.S. District Court for the Northern District of Illinois (MDL No. 2545). In addition, there are cases pending against EPI and/or Auxilium in the Philadelphia Court of Common Pleas (PCCP) and in certain other state courts.
In November 2015, the MDL court entered an order granting defendants’ motion to dismiss claims involving certain testosterone products that were approved pursuant to abbreviated new drug applications,Abbreviated New Drug Applications (ANDAs), including TESTOPEL.TESTOPEL®. Plaintiffs have filed a motion for reconsideration and clarification of this order. In March 2016, the MDL court granted plaintiffs’ motion in part and entered an order permitting certain claims to go forward to the extent they are based on allegations of fraudulent off-label marketing.
The first MDL trial against Auxilium involving TESTIM® took place in November 2017 and resulted in a defense verdict. The first PCCP trial against Auxilium involving TESTIM® was scheduled for January 2018 but resolved prior to trial. The next PCCP trial against Auxilium involving TESTIM® is set for July 2018, with approximately fourteen other PCCP trials involving one or more of our subsidiaries scheduled to follow by January 2019; in some of these cases, another pharmaceutical manufacturer is also named as a defendant.
In February 2018, counsel for plaintiffs and counsel for Auxilium and EPI signed a memorandum of understanding regarding a potential settlement, subject to certain contingencies and conditions. The MDL court subsequently entered a case management order directing that proceedings involving these parties be temporarily stayed so that the parties may devote their efforts to finalizing a master settlement agreement. A fourth quarter 2017 increase to the Company’s legal reserves includes, among other things, an estimated loss for all testosterone-related product liability claims filed in MDL No. 2545 and in other courts. Although the Company believes it has appropriately estimated the probable total amount of loss associated with testosterone-related product liability matters as of the date of this report, it is reasonably possible that further claims may be filed or asserted and adjustments to our liability accrual may be required. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.
The MDL also includes a lawsuit filed in November 2014 a civil class action complaint was filed in the U.S. District for the Northern District of Illinois against EPI, Auxilium and various other manufacturers of testosterone products on behalf of a proposed class of health insurance companies and other third party payers that hadclaim to have paid for certain testosterone products, alleging thatproducts. After a series of motions to dismiss, plaintiffs filed a third amended complaint in April 2016, asserting civil claims for alleged violations of the marketing efforts of EPI, Auxilium, and other defendant manufacturers with respect to certain testosterone products constituted racketeering activity in violation of 18 U.S.C. §1962(c), and other civil Racketeer Influenced and Corrupt Organizations Act claims. Further, the complaint alleges that EPI, Auxilium,(RICO) and other defendant manufacturers violated various state consumer protection laws through theirfor negligent misrepresentation based on defendants’ marketing of certain testosterone products. The court denied a motion to dismiss this complaint in August 2016 and the case is currently in discovery. In June 2015, plaintiffsNovember 2017, plaintiff filed a Second Amended Complaint.motion to certify a nationwide class of third party payers. This lawsuit is not part of the potential settlement described above.
We will continue to vigorously defend any unresolved claims and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of this matterthese matters or the ultimate legal and financial liability, if any, and at this time cannot reasonablyto estimate the possible loss or range of loss for this matter, if any but we will explore all options as appropriate in our best interest.
Department of Health and Human Services Subpoena and Related Matters
As previously reported, we and our subsidiary, EPI, are in the process of responding to a Civil Investigative Demand (CID) issued by the State of Texas relating to Lidoderm® (lidocaine patch 5%), focused primarily on the sale, marketing and promotion of Lidoderm® in Texas. We are cooperating with the State’s investigation. We are unable to predict the outcome of this matter or the ultimate legal and financial liability and at this time cannot reasonably estimate the possible loss or range of loss for this matter but will explore all options as appropriate in our best interest.
Litigation similar toadditional losses that described above may alsocould be brought by other plaintiffs in various jurisdictions. However, we cannot predict the timing or outcome of any such litigation, or whether any such litigation will be brought against us.
Qualitest Pharmaceuticals Civil Investigative Demands
In April 2013, our subsidiaries, EPI and Qualitest, received CIDs from the U.S. Attorney’s Office for the Southern District of New York. The CIDs request documents and information regarding the manufacture and sale of chewable fluoride tablets and other products sold by Qualitest. EPI and Qualitest reached a resolution of potential claims of the federal government and numerous states related to the manufacture and sale of certain chewable fluoride tablets that were the subject of these CIDs. In December 2015, that settlement was approved by the United States District Court for the Southern District of New York. The cost of this settlement has been incorporated into our legal loss contingency reserve.incurred.
Unapproved Drug Litigation
In September 2013, the State of Louisiana filed a Petitionpetition for Damagesdamages against certain of our subsidiaries, including EPI, Qualitest and Boca, and overmore than 50 other pharmaceutical companies in Louisiana state court (19th Judicial District) alleging that the defendants or their subsidiaries marketed products that were not approved by the FDA. See State of Louisiana v. Abbott Laboratories, Inc., et al., C624522 (19th Jud. Dist. La.). The State of Louisiana soughtFDA and seeking damages, fines, penalties, attorneys’ fees and costs under various causes of action. In October 2015, the district court orderedentered judgment for Defendantsdefendants on their exception for no right of action. The State appealed, and in October 2016 the Louisiana First Circuit Court of Appeals reversed the dismissal as to the State’s Medicaid Assistance Program Integrity Law (MAPIL) and Louisiana isUnfair Trade Practices Act (LUTPA) claims but affirmed the dismissal as to the State’s other claims. The State’s petition for rehearing was denied in December 2016. Both sides applied to the Louisiana Supreme Court for a writ of certiorari to review the First Circuit’s decision. Those writs were denied in March 2017. In May 2017, defendants filed exceptions for no cause of action in the processdistrict court. In August 2017, the court sustained defendants’ exception as to the MAPIL claim but overruled defendants’ exception as to the LUTPA claim. The State then filed a motion seeking reconsideration with respect to the MAPIL claim, and defendants filed a motion for clarification with respect to the court’s ruling on the LUTPA claim. In October 2017, the court denied the State’s motion and entered final judgment against the State with respect to the MAPIL claim. The court also granted defendants’ motion for clarification and dismissed the State’s LUTPA claim insofar as it sought civil penalties for alleged violations occurring before June 2, 2006. In October 2017, defendants applied for a supervisory writ to the Louisiana First Circuit Court of appealingAppeals on the district court’s August 2017 order overruling defendants’ exception on the State’s LUTPA claim.

In March 2017, the State of Mississippi filed a complaint against our subsidiary EPI in Mississippi state court (Hinds County Chancery Court) alleging that decision.EPI marketed products that were not approved by the FDA and seeking damages, penalties, attorneys’ fees, costs and other relief under various causes of action. In April 2017, EPI removed the case to the U.S. District Court for the Southern District of Mississippi. In May 2017, the State moved to remand the case to state court, and that motion was granted in October 2017. In November 2017, EPI filed a motion to dismiss the State’s complaint on various grounds. In January 2018, the State filed a motion for leave to amend its complaint. In February 2018, following an unopposed motion by the State, the court consolidated the State’s case against EPI with five substantially similar cases brought by the State against other defendants. The consolidation is solely for purposes of coordinated pretrial proceedings and discovery, not for trial.
We intendwill continue to contestvigorously defend the above case vigorouslyforegoing matters and to explore other options as appropriate in our best interest. Litigation similar to that described aboveinterests. Similar matters may also be brought by other plaintiffs in various jurisdictions. However, we cannot predictothers or the timing or outcome of any such litigation, or whether any such litigation willforegoing matters may be brought against us.expanded. We are unable to predict the outcome of this matterthese matters or the ultimate legal and financial liability, if any, and at this time cannot reasonablyto estimate the possible loss or range of loss for this matter, if any.any losses that could be incurred.

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Opioid-Related Litigations, SubpoenasMatters
Since 2014, multiple U.S. states, counties, other governmental persons or entities and Document Requests
In June 2014, Corporation Counsel for the City of Chicagoprivate plaintiffs have filed suit in Illinois state court against multiple defendants, including our subsidiaries Endo Health Solutions Inc. (EHSI)EHSI and EPI, for alleged violations of city ordinances andin some instances the Company and/or our subsidiary Par Pharmaceutical, Inc. (PPI), and/or various other lawsmanufacturers, distributors and/or others, asserting claims relating to defendants’ alleged sales, marketing and/or distribution practices with respect to prescription opioid salesmedications, including certain of our products. As of February 20, 2018, the cases of which we were aware include, but are not limited to, cases filed by the states of Delaware, Kentucky, Mississippi, Missouri, New Mexico and marketing practices. In June 2014,Ohio; approximately 465 cases filed by counties, cities, Native American tribes and/or other government-related persons or entities in Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Washington, West Virginia, Wisconsin and Puerto Rico; approximately 25 cases filed by hospitals, health systems, unions, health and welfare funds or other third-party payers; and approximately eight cases alleging personal injury and/or wrongful death. We will continue to vigorously defend the case was removedforegoing matters and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred.
Many of these cases have been coordinated in a federal MDL pending in the U.S. District Court for the Northern District of Illinois. In December 2014, defendants movedOhio (MDL No. 2804). Other cases remain pending in various state courts. Certain cases filed in Connecticut, Illinois and New York state courts have been transferred to a single court within their respective state court systems for coordinated pretrial proceedings. Defendants have filed motions seeking similar relief in Pennsylvania.
The complaints in the cases assert a variety of claims including, but not limited to, claims for alleged violations of public nuisance, consumer protection, unfair trade practices, racketeering, Medicaid fraud and/or drug dealer liability statutes and/or common law claims for public nuisance, fraud/misrepresentation, strict liability, negligence and/or unjust enrichment. The claims are generally based on alleged misrepresentations and/or omissions in connection with the sale and marketing of prescription opioid medications and/or an alleged failure to take adequate steps to prevent abuse and diversion. Plaintiffs generally seek declaratory and/or injunctive relief; compensatory, punitive and/or treble damages; restitution, disgorgement, civil penalties, abatement, attorneys’ fees, costs and/or other relief. Certain of the cases are brought as putative class actions.
Defendants, including the company’s subsidiaries, have filed motions to dismiss in certain cases. For the Amended Complaint and in May 2015,most part, these motions remain pending. In a case filed by the Court issued an order granting that motion in part, dismissing the case as to EHS and EPI. In August 2015, Plaintiff filed its Second Amended Complaint against multiple defendants, including ESHI and EPI. In November 2015, defendants moved to dismiss the Second Amended Complaint.
In May 2014 andCity of Chicago in June 2014, defendants have answered the city’s claims for consumer fraud (deceptive practices) and misrepresentation; defendants’ motion to dismiss other claims remains pending. The case is now part of MDL 2804. In a lawsuit wascase filed in May 2014 in California Superior Courtstate court (Orange County) in the name of the People of the State of California, acting by and through County Counsel for Santa Clara County and the Orange County District Attorney, following a hearing in January 2018, the court denied defendants’ motions to dismiss the fourth amended complaint but struck certain material from that complaint. In February 2018, plaintiffs filed a motion for leave to file a fifth amended complaint.
In March 2017, the Boone County Commission filed suit in the U.S. District Court for the Southern District of West Virginia against multiple defendants, including our subsidiary Generics Bidco I, LLC, for the alleged violation of federal and state safety laws designed to monitor, detect and prevent the diversion of controlled substances. The complaint generally seeks compensatory and punitive damages for the alleged creation of a public nuisance. In December 2017, the case was transferred to MDL 2804 for pretrial purposes.
In addition to the lawsuits described above, the Company and/or its subsidiaries have received certain subpoenas, civil investigative demands (CIDs) and informal requests for information concerning the sale, marketing and/or distribution of prescription opioid medications, including the following:

In September 2017, the Department of Justice for the State of Oregon and the Office of the Attorney General for the Commonwealth of Massachusetts issued CIDs to EHSI and EPI. The complaint asserts violationsEPI on behalf of California’s statutory Unfair Competitiona multistate group which we understand currently includes the District of Columbia and False Advertising laws, as well as asserting a claim for public nuisance, based on alleged misrepresentations in connectionthe following additional states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois, Iowa, Kansas, Louisiana, Maine, Maryland, Michigan, Minnesota, Nebraska, Nevada, New York, North Carolina, North Dakota, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, West Virginia, Wisconsin and Wyoming. Our subsidiaries are currently cooperating with sales and marketingthis investigation. We understand that these recent CIDs superseded prior subpoenas and/or CIDs issued by certain of opioids, including OPANA®. Plaintiff seeks declaratory relief, restitution, civil penalties (including treble damages), abatement, an injunction, and attorneys’ fees and costs. Defendants, which includes our subsidiaries, filed various motions attacking the pleadings, including one requesting thatforegoing states.
Other states are conducting their own investigations outside of the Court refrain from proceeding under the doctrines of primary jurisdiction and equitable abstention. That motion was grantedmultistate group. For example, in August 2015, and the case has been stayed pending further proceedings and findings by the FDA.
In December 2015, a lawsuit was filed in the Chancery Court of the First Judicial District of Hinds County, Mississippi by the State of Mississippi, against multiple defendants, including our subsidiaries EHSI and EPI. The complaint alleges violations of Mississippi’s Consumer Protection Act and various other claims arising out of defendants’ alleged opioid sales and marketing practices. Plaintiff seeks declaratory relief, restitution, civil penalties, abatement, an injunction, and attorneys’ fees and costs.
In September 2013, our subsidiaries,subsidiary EPI and EHSI, received a subpoena from the State of New York Office ofHampshire Attorney GeneralGeneral’s office seeking documents and information regarding the sales and marketing of OPANA®.In February 2016, EPI and EHSI agreed with the State of New York Office of Attorney General to an Assurance of Discontinuance pursuant to the provisions of New York law, whereby EPI and EHSI agreed to modify certain business practices related to the marketing and sale of OPANA®, as well as to pay certain monetary penalties. The cost of those penalties has been incorporated into our legal loss contingency reserve.
In September 2014, our subsidiaries, EPI and EHSI received a Request for Information from the State of Tennessee Office of the Attorney General and Reporter seeking documents and information regarding the sales and marketing of opioids, including OPANA® ER. In August 2015, our subsidiaries, EPI and EHSI received a subpoena fromWe were cooperating with the State of New Hampshire Office ofinvestigation until we learned that the Attorney General was being assisted by outside counsel hired on a contingency fee basis. The Attorney General initiated an action in New Hampshire Superior Court to enforce the subpoena despite this contingency fee arrangement, and we (along with other companies that had received similar subpoenas) responded by filing a motion for protective order to preclude the use of contingency fee counsel. In addition, we filed a separate motion seeking declaratory relief. In March 2016, the Superior Court granted the motion for protective order on the grounds that the contingency fee agreement was invalid as ultra vires and that the Attorney General’s office had acted outside of its statutory authority in entering into the agreement with the contingency fee counsel. In April 2016, both the Attorney General and the companies that had received subpoenas, including EPI, appealed, in part, the March 2016 Superior Court order to the New Hampshire Supreme Court. In June 2017, the New Hampshire Supreme Court reversed the Superior Court’s protective order ruling and remanded the case to the Superior Court. We resumed cooperation with the investigation and in December 2017, the Attorney General issued a second subpoena to EPI seeking additional documents and information regarding the sales and marketing of opioids, includingopioids. In October 2017, we filed a petition for certiorari seeking U.S. Supreme Court review of the New Hampshire Supreme Court’s decision. Other states investigating outside of the multistate group include New Jersey (subpoena received by EPI in March 2017); Washington (CID received by the Company, EHSI and EPI in August 2017); Indiana (CID received by EHSI and EPI in November 2017); Montana (CID received by EHSI and EPI in January 2018); Alaska (CID received by EPI in February 2018); and South Carolina (CID received by EHSI and EPI in February 2018). We are cooperating with these investigations.
In January 2018, our subsidiary EPI received a federal grand jury subpoena from the U.S. District Court for the Southern District of Florida in connection with an investigation being conducted by the U.S. Attorney’s Office for the Southern District of Florida in conjunction with the U.S. Food and Drug Administration. The subpoena seeks information related to OPANA® ER.
We are currentlyER and other oxymorphone products. EPI is cooperating with the State of Tennessee Office ofinvestigation.
Similar investigations may be brought by others or the Attorney General and Reporter, and the State of New Hampshire Office of the Attorney Generalforegoing matters may be expanded or result in their respective investigations. With respect to the litigations brought on behalf of the City of Chicago, the People of the State of California and the State of Mississippi, we intend to contest those matters vigorously.litigation. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred.
Generic Drug Pricing Matters
In December 2014, our subsidiary Par received a grand jury subpoena from the Antitrust Division of the DOJ issued by the U.S. District Court for the Eastern District of Pennsylvania. The subpoena requested documents and information focused primarily on product and pricing information relating to Par’s authorized generic version of Lanoxin (digoxin) oral tablets and Par’s generic doxycycline products, and on communications with competitors and others regarding those products. Par is cooperating with the investigation.
In December 2015, EPI received interrogatories and a subpoena from the Connecticut Attorney General’s Office requesting documents and information regarding pricing of certain of generic products, including doxycycline hyclate, amitriptyline hydrochloride, doxazosin mesylate, methotrexate sodium and oxybutynin chloride. EPI is cooperating with this investigation.
We are unable to predict the outcome of the foregoing investigations, which may involve additional requests for information or result in litigation. In addition, investigations or litigations similar to these matters described above may be brought by others or the foregoing matters may be expanded. We are also unable to predict the ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss, if any, for these matters but will explore all options as appropriate in our best interest.interests.
Since April 2017, certain private plaintiff cases alleging price-fixing and other anticompetitive conduct with respect to at least 18 different generic pharmaceutical products have been consolidated and/or coordinated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Eastern District of Pennsylvania under the caption In re Generic Pharmaceuticals Pricing Antitrust Litigation (MDL No. 2724). The various cases included in the MDL involve different groups of defendants. Our subsidiary PPI is named as a defendant in proposed class actions relating to six of these products: digoxin, doxycycline hyclate, divalproex ER, propranolol, baclofen and Investigationsamitriptyline hydrochloride. Among the private plaintiff lawsuits now consolidated and/or coordinated in the MDL, the earliest lawsuits naming the Company and/or its subsidiaries were filed in November 2016 and related to digoxin and doxycycline.

The private plaintiffs in the MDL include alleged direct purchasers, end-payers, and indirect purchaser resellers, and they purport to represent not only themselves but also all others similarly situated. At the MDL court’s direction, in August 2017, private plaintiffs filed separate consolidated amended class action complaints as to each product and each type of purchaser (direct purchasers, end-payers and indirect purchaser resellers), except the propranolol direct purchaser plaintiffs are attempting to proceed on a consolidated amended complaint filed in the U.S. District Court for the Southern District of New York prior to MDL transfer (the Southern District of New York had denied a motion to dismiss this complaint). The MDL court has divided the various cases into three separate tranches for certain administrative and scheduling purposes, including briefing on motions to dismiss. As to the six products in the first tranche (which include digoxin, doxycycline hyclate and divalproex ER), defendants filed motions to dismiss in October 2017; those motions remain pending. Defendants have also asserted that they are entitled to move the MDL court to dismiss the propranolol direct purchaser consolidated amended complaint; the MDL court has taken this issue under advisement. Defendants moved to stay discovery in all cases pending rulings on their motions to dismiss; in February 2018, the Court denied that motion with certain exceptions.
In December 2016, the Attorney General for the State of Connecticut, leading a coalition of 20 state attorneys general, filed a complaint in the U.S. District Court for the District of Connecticut alleging price-fixing and other anticompetitive conduct with respect to doxycycline hyclate delayed release and glyburide against certain manufacturers of those products. The Company and its subsidiaries were not named in that complaint, or in an amended complaint filed on behalf of 40 states in March 2017, or in a separate lawsuit filed by four more states and the District of Columbia in the same court in July 2017. In August 2017, the state cases were transferred to MDL No. 2724. In October 2017, the state plaintiffs filed a motion for leave to (1) consolidate their two cases, (2) add Alaska and the Commonwealth of Puerto Rico as plaintiffs, and (3) assert additional claims against existing and new defendants. The proposed amended complaint would add new allegations and claims against 14 new defendants, including our subsidiary Par Pharmaceutical Companies, Inc. (subsequently renamed Endo Generics Holding, Inc. but referred to as Par in this Commitments and Contingencies note), relating to 13 additional products. As to our subsidiary, the proposed amended complaint alleges anticompetitive conduct with respect to doxycycline monohydrate. The proposed amended complaint also alleges that the defendants engaged in an overarching conspiracy to restrain trade across the generic pharmaceutical industry and seeks to hold all defendants, including our subsidiary, jointly and severally liable for harm caused by the alleged anticompetitive activity concerning the 15 drugs at issue. The proposed amended complaint seeks declaratory and injunctive relief, disgorgement and other equitable relief, compensatory and treble damages, civil penalties, costs and attorneys’ fees. Defendants have opposed the states’ motion for leave to file their proposed consolidated amended complaint, and the court has not yet ruled on the issue.
In January 2018, The Kroger Co., Albertsons Companies, LLC, and H.E. Butt Grocery Company LP filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against PPI, as well as numerous other manufacturers of generic pharmaceuticals, alleging anticompetitive conduct relating to thirty separate generic pharmaceutical products, including seven products allegedly manufactured by PPI: digoxin, doxycycline hyclate, doxycycline monohydrate, divalproex ER, propranolol, baclofen and amitriptyline hydrochloride. The complaint alleges an overarching conspiracy among all named defendants to engage in price-fixing for all thirty products, as well as product-specific conspiracies relating to each individual product, in violation of federal antitrust law. The complaint seeks monetary damages, including treble damages, attorneys’ fees, and injunctive relief.
We will continue to vigorously defend the foregoing matters and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred.
Other Pricing Matters
Beginning in December 2015, two complaints, including a class action complaint, were filed in the PCCP against us and certain of our subsidiaries, including Par, along with other manufacturers of generic pharmaceutical products, seeking compensatory and punitive or treble damages, as well as injunctive relief, and alleging that certain marketing and pricing practices by the defendant companies violated state law, including consumer protection law. The class action complaint was subsequently removed to the U.S. District Court for the Eastern District of Pennsylvania, and the plaintiff filed an amended complaint. In September 2017, the district court dismissed the amended complaint with prejudice. The case in the PCCP has been stayed pending final resolution of the class action. We will continue to vigorously defend this matter and to explore other options as appropriate in our best interests.
MultipleIn March 2016, EPI received a CID from the U.S. Attorney’s Office for the Southern District of New York. The CID requested documents and information regarding contracts with pharmacy benefit managers regarding FROVA®. We are cooperating with this investigation.
Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred.

Other Antitrust Matters
Beginning in November 2013, multiple direct and indirect purchasers of LidodermLIDODERM® have filed a number of cases against our subsidiary EPI and co-defendants Teikoku Seiyaku Co., Ltd., and Teikoku Pharma USA, Inc. (collectively, Teikoku), and Actavis plc (now Allergan plc) and a numbercertain of its subsidiaries (collectively, referred to herein asActavis), which was subsequently acquired by Teva Pharmaceuticals Industries Ltd and its subsidiaries from Allergan Actavis or Watson). Certain of these actions have been asserted on behalf of classes of direct and indirect purchasers, while others are individual cases brought by one or moreplc. Plaintiffs generally alleged direct or indirect purchasers. The complaints in these cases generally allege that EPI, Teikoku and Actavis entered into an anticompetitive conspiracy to restrain trade through the settlement of patent infringement litigation concerning U.S. Patent No. 5,827,529 (the ‘529 patent) and other patents. Some of the complaints also allegealleged that Teikoku wrongfully listed the ‘529 patent in the Orange BookFDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (Orange Book) as related to LidodermLIDODERM®, that EPI and Teikoku commenced sham patent litigation against Actavis and that EPI abused the FDA citizen petition process by filing a citizen petition and amendments solely to interfere with generic companies’ efforts to obtain FDA approval of their versions of LidodermLIDODERM®. The cases allege violations ofcomplaints asserted claims under Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1, 2) and, and/or various state antitrust and consumer protection statutes, as well as common law remedies in some states. These casesclaims, and generally seeksought damages, treble damages, disgorgement of profits, restitution, injunctive relief and attorneys’ fees.
The U.S. Judicial Panel on Multidistrict Litigation, pursuant to 28 U.S.C. § 1407, issued an ordercases were consolidated and/or coordinated in April 2014 transferring these cases as In Re Lidoderm Antitrust Litigation,in a federal MDL No. 2521, toin the U.S. District Court for the Northern District of California.California (MDL No. 2521). The cases areMDL court certified classes of direct and indirect purchasers in February 2017. In June 2017, defendants moved for summary judgment on all claims, and plaintiffs also moved for partial summary judgment on certain elements of their claims. In November 2017, the discovery phasecourt granted defendants’ motion in part, ruling in defendants’ favor on the issues of infringement and derivation and also limiting the litigationtime period at issue. Defendants’ motions for summary judgment were denied in accordanceall other respects. The court also granted plaintiffs’ motions for summary judgment on the issues of agreement and relevant market. EPI settled with certain plaintiffs in October 2017 and reached an agreement in principle with all remaining plaintiffs in February 2018. Settlements with the pre-trial schedule. Trial is currently scheduled to begin in 2017. Litigation similar to that described above may also be brought by other plaintiffs in various jurisdictions,direct and cases brought in federal courtindirect purchaser classes will be transferredsubject to the Northern District of California as tag-along actions to In Re Lidoderm Antitrust Litigation.court approval.
MultipleBeginning in June 2014, multiple direct and indirect purchasers of OPANA®ER have filed cases against our subsidiaries EHSI and EPI and other pharmaceutical companies, including Impax Laboratories Inc. (Impax) and Penwest Pharmaceuticals Co., and Impax Laboratories Inc. (Impax), all of which have been

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transferred and coordinated for pretrial proceedings in the Northern District of Illinois by the Judicial Panel on Multidistrict Litigation.our subsidiary EPI had acquired. Some of these cases have beenwere filed on behalf of putative classes of direct and indirect purchasers, while others have beenwere filed on behalf of individual retailers. Theseretailers or health care benefit plans. All cases have been consolidated and/or coordinated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Northern District of Illinois (MDL No. 2580). Plaintiffs generally allege that thean agreement reached by EPI and Impax to settle patent infringement litigation concerning multiple patents pertaining to OPANA® ER and EPI’s introduction of the re-formulation of OPANA® ER violated antitrust laws. The complaints allege violations ofassert claims under Sections 1 and 2 of the Sherman Act, (15 U.S.C. §§ 1, 2), various state antitrust and consumer protection statutes as well asand state common law. These casesPlaintiffs generally seek damages, treble damages, disgorgement of profits, restitution, injunctive relief and attorneys’ fees. In February 2016, the MDL court issued orders (i) denying defendants’ motion to dismiss the claims of the direct purchasers, and denied(ii) denying in part and grantedgranting in part defendants’ motion to dismiss the claims of the indirect purchasers. We cannot predict whether or not additional cases similarpurchasers, but giving them permission to those described above will befile amended complaints and (iii) granting defendants’ motion to dismiss the complaints filed by other plaintiffs orcertain retailers, but giving them permission to file amended complaints. In response to the timing or outcomeMDL court’s orders, the indirect purchasers filed an amended complaint to which the defendants filed a renewed motion to dismiss certain claims, and certain retailers also filed amended complaints. The court has dismissed the indirect purchaser unjust enrichment claims arising under the laws of any such litigation.
the states of California, Rhode Island and Illinois. The cases are currently in discovery. We are unablewill continue to predict the outcome ofvigorously defend these matters or the ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss for these matters, if any, but willto explore allother options as appropriate in our best interest.
In February 2014, our subsidiary, EPI received a CID (the February 2014 CID) from the U.S. Federal Trade Commission (the FTC). The FTC issued a second CID to EPI in March 2014 (the March 2014 CID). The February 2014 CID requests documents and information concerning EPI’s settlement agreements with Actavis and Impax settling the OPANA® ER patent litigation, EPI’s Development and Co-Promotion Agreement with Impax,and its settlement agreement with Actavis settling the Lidoderm® patent litigation, as well as information concerning the marketing and sales of OPANA® ER and Lidoderm®. The March 2014 CID requests documents and information concerning EPI’s acquisition of U.S. Patent No. 7,852,482 (the ‘482 patent), as well as additional information concerning certain litigation relating to, and the marketing and sales of OPANA® ER. The FTC also issued subpoenas for investigational hearings (similar to depositions) to our employees and former employees.interests.
In November 2014, EPI received a CID from the State of Florida Office of the Attorney General issued pursuant to the Florida Antitrust Act of 1980, Section 542.28 and seeking documents and other information concerning EPI’s settlement agreement with Actavis settling the Lidoderm® patent litigation, as well as information concerning the marketing and sales of Lidoderm®.
InBeginning in February 2015, EPI and EHSI received a CID for Production of Documents and Information from the State of Alaska Office of Attorney General issued pursuant to Alaska’s Antitrust and Unfair Trade Practices and Consumer Protection law seeking documents and other information concerning settlement agreements with Actavis and Impax settling the OPANA ER patent litigation as well as information concerning EPI’s settlement agreement with Actavis settling the Lidoderm patent litigation, as well as information concerning the marketing and sales of Lidoderm.
In February 2016, EPI received a subpoena from the State of South Carolina Office of the Attorney General seeking documents and other information concerning EPI’s settlement agreement with Actavis settling the Lidoderm® patent litigation, as well as information concerning the marketing and sales of Lidoderm®.
In December 2014, our subsidiary, Par, received a Subpoena to Testify Before Grand Jury from the Antitrust Division of the DOJ and issued by the U.S. District Court for the Eastern District of Pennsylvania. The subpoena requests documents and information focused primarily on product and pricing information relating to Par’s authorized generic version of Lanoxin (digoxin) oral tablets and Par’s generic doxycycline products, and on communications with competitors and others regarding those products. Par is currently cooperating fully with the investigation.
In January 2009, the FTC and certain private plaintiffs, including distributors and retailers, filed a lawsuitsuit against our subsidiary, Par, in the U.S. District Court for the Central District of California, which was subsequently transferred to the U.S. District Court for the Northern District of Georgia, and which allegedothers alleging violations of antitrust law arising out of Par’s settlement of certain patent litigation concerning the generic version of Androgel.AndroGel®. Generally, the complaints seek damages, treble damages, equitable relief, and attorneys’ fees and costs. The FTC complaint generally seekscases have been consolidated and/or coordinated for pretrial proceedings in a finding that Par’s settlement agreement violates Section 5(a) of the Federal Trade Commission Act, and a permanent injunction against Par’s ability to engaged in certain types of patent settlementsfederal MDL pending in the future. Beginning in February 2009, certain private plaintiffs, including distributors and retailers, filed similar litigation. Generally, the private plaintiff suits seek equitable relief, unspecified damages and costs.
In February 2010, theU.S. District Court granted a motion to dismiss the FTC’s claims and granted in part and denied in part a motion to dismiss the claims of the private plaintiffs. In April 2012, the U.S. Court of Appeals for the 11th Circuit affirmed theNorthern District Court’s decision on the motion to dismiss the FTC’s claims.of Georgia (MDL No. 2084). In September 2012, the District Courtdistrict court granted a motion for summary judgment against the privateto defendants on plaintiffs’ claims of sham litigation. In July 2013,May 2016, plaintiffs representing a putative class of indirect purchasers voluntarily dismissed their case against Par with prejudice. In February 2017, the Supreme CourtFTC voluntarily dismissed its claims against Par with prejudice. Claims by a putative class of the U.S. reversed the Court of Appealsdirect purchasers and District Court’s decisions and remanded the casecertain specific alleged direct purchasers or their assignees are still pending. In September 2017, Par moved for summary judgment on all remaining claims. We will continue to the District Court for further proceedings. We intend to contest this litigation vigorously defend these matters and to explore allother options as appropriate in our best interest.interests.
In February 2018, an alleged indirect purchaser filed a proposed class action against our subsidiary PPI and others alleging a conspiracy to delay generic competition and monopolize the market for Zetia® (ezetimibe) and its generic equivalents. The complaint asserts claims under Sections 1 and 2 of the Sherman Act, various state antitrust and consumer protection statutes and state common law and seeks injunctive relief, damages, treble damages, attorneys’ fees and costs. We intend to vigorously defend this matter and to explore other options as appropriate in our best interests.
In November 2014, EPI received a CID from Florida’s Office of the Attorney General seeking documents and other information concerning EPI’s agreement with Actavis settling the LIDODERM® patent litigation, as well as information concerning marketing and sales of LIDODERM®. EPI received similar CIDs from South Carolina’s Office of the Attorney General in February 2016 and from Alaska’s Office of the Attorney General in February 2015. The Alaska CID was also directed to EHSI and included requests for documents and information concerning agreements with Actavis and Impax settling the OPANA® ER patent litigation.

In February 2015, Par and affiliates received a CID from the Office of the Attorney General for the State of Alaska seeking production of certain documents and information regarding Par’s settlement of the AndrogelAndroGel® patent litigation as well as documents produced in the on-goingaforementioned litigation filed by the FTC.
We are currently cooperating with the FTC, the DOJ, the State of Florida Officeeach of the Attorney General,foregoing investigations.
A fourth quarter 2017 increase to the State of Alaska Office of the Attorney General,Company’s legal reserves includes, among other things, an estimated loss for certain LIDODERM®-related claims. We will continue to vigorously defend any unresolved claims and the State of South Carolina Office of the Attorney Generalto explore other options as appropriate in their respective investigations.

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Investigations similar to these antitrustour best interests. Similar matters described above may be brought by others.others or the foregoing matters may be expanded. We are unable to predict the outcome of these investigationsmatters or the ultimate legal and financial liability, if any, and at this time cannot reasonablyto estimate the possible loss or range of loss for these investigations, if any but will explore all options as appropriate in our best interest.additional losses that could be incurred.
False Claims Act Litigation
TheBeginning in July 2006, the Attorneys General of Florida, Indiana and Virginia and the U.S. Office of Personnel Management (the USOPM) have issued subpoenas, and the Attorneys General of Michigan, Tennessee, Texas and Utah have issued CIDs, to our subsidiary Par, among other companies. The demands generally requestrequested documents and information pertaining to allegations that certain of Par’s sales and marketing practices caused pharmacies to substitute ranitidine capsules for ranitidine tablets, fluoxetine tablets for fluoxetine capsules and two 7.5 mg buspirone tablets for one 15 mg buspirone tablet, under circumstances in which some state Medicaid programs at various times reimbursed the new dosage form at a higher rate than the dosage form being substituted. Par has provided documents in response to these subpoenas to the respective Attorneys General and the USOPM. The aforementioned subpoenas and CIDs culminated in thea qui tam action by Bernard Lisitza asserting claims under federal and state law qui tam action brought on behalf of the U.S. and several states by Bernard Lisitza.states. The complaint was unsealed in August 2011. Lisitza’s corrected second amended complaint generally seekssought (i) a finding that defendants violated, and an order that they be enjoined from future violations of, the federal False Claims Act and state false claims acts; (ii) treble damages and maximum civil penalties for each violation of the federal False Claims Act and state false claims acts; (iii) an applicable percentage share of the proceeds; and (iv) expenses, fees and costs. The U.S. intervened in this action and filed a separate complaint in September 2011, alleging claims for violations of the Federalfederal False Claims Act and common law fraud. The U.S.’s second corrected complaint generally seekssought (i) treble damages and civil penalties for violations under the federal False Claims Act and (ii) compensatory and punitive damages for common law fraud. The states of Michigan and Indiana have also intervened, as toasserting claims arising under their respective state false claim acts, as well as common law fraud and unjust enrichment.enrichment claims. Michigan’s complaint generally seeks (i)sought treble damages, and civil penalties and (ii) common law compensatory and punitive damages. Indiana’s amended complaint generally seekssought treble damages, costs and attorney’sattorneys’ fees. In August 2017, the court granted summary judgment against Lisitza, precluding him from serving as the relator and entering judgment against all plaintiffs on whose behalf he had filed suit. The court also granted summary judgment as to the intervenors’ claims for violation of the federal False Claims Act and for common law fraud and declined to exercise supplemental jurisdiction over the remaining claims. Lisitza appealed the court’s summary judgment rulings in September 2017 but dismissed his appeal in October 2017. All remaining claims by Lisitza and the intervening states have since been resolved and the matter is now concluded.
Securities Litigation
In May 2016, a putative class action entitled Craig Friedman v. Endo International plc, Rajiv Kanishka Liyanaarchchie de Silva and Suketu P. Upadhyay was filed in the U.S. District Court for the Southern District of New York by an individual shareholder on behalf of himself and all similarly situated shareholders. In August 2016, the court appointed Steamfitters’ Industry Pension Fund and Steamfitters’ Industry Security Benefit Fund as lead plaintiffs in the action. In October 2016, plaintiffs filed a second amended complaint that, among other things, added Paul Campanelli as a defendant, and we filed a motion to dismiss. In response, and without resolving the motion, the Court permitted lead plaintiffs to file a third amended complaint. The amended complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act based on the Company’s revision of its 2016 earnings guidance and certain disclosures about its generics business, the integration of Par and its subsidiaries, certain other alleged business issues and the receipt of a CID from the U.S. Attorney’s Office for the Southern District of New York regarding contracts with pharmacy benefit managers concerning FROVA®. Lead plaintiffs sought class certification, damages in an unspecified amount and attorneys’ fees and costs. We intendfiled a motion to dismiss the third amended complaint in December 2016. In January 2018, the Court granted our motion and dismissed the case with prejudice. In February 2018, lead plaintiffs filed a motion for relief from the judgment and leave to file a fourth amended complaint.
In February 2017, a putative class action entitled Public Employees’ Retirement System of Mississippi v. Endo International plc was filed in the Court of Common Pleas of Chester County, Pennsylvania by an institutional purchaser of shares in our June 2, 2015 public offering, on behalf of itself and all similarly situated purchasers. The lawsuit alleges violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 against Endo, certain of its current and former directors and officers, and the underwriters who participated in the offering, based on certain disclosures about Endo’s generics business. In March 2017, defendants removed the case to the U.S. District Court for the Eastern District of Pennsylvania. In August 2017, the court remanded the case back to the Chester County Court of Common Pleas. In October 2017, plaintiff filed an amended complaint, and defendants moved to partially stay the case pending the resolution of a pending U.S. Supreme Court case that could impact the state court’s jurisdiction. Defendants’ motion for a partial stay was granted in November 2017. In December 2017, defendants filed preliminary objections to the amended complaint.

In April 2017, a putative class action entitled Phaedra A. Makris v. Endo International plc, Rajiv Kanishka Liyanaarchchie de Silva and Suketu P. Upadhyay wasfiled in the Superior Court of Justice in Ontario, Canada by an individual shareholder on behalf of herself and similarly-situated Canadian-based investors who purchased Endo’s securities between January 11 and May 5, 2016. The statement of claim generally seeks class certification, declaratory relief, damages, interest and costs based on alleged violations of the Ontario Securities Act. The statement of claim alleges negligent misrepresentations concerning the Company’s revenues, profit margins and earnings per share; its receipt of a subpoena from the State of Connecticut regarding doxycycline hyclate, amitriptyline hydrochloride, doxazosin mesylate, methotrexate sodium and oxybutynin chloride; and the erosion of the Company’s U.S. generic pharmaceuticals business.
In August 2017, a putative class action entitled Bier v. Endo International plc, et al. was filed in the U.S. District Court for the Eastern District of Pennsylvania by an individual shareholder on behalf of himself and all similarly situated shareholders. The original complaint alleged violations of Section 10(b) and 20(a) of the Exchange Act against Endo and four current and former directors and officers, based on the Company’s decision to remove reformulated OPANA® ER from the market. In December 2017, SEB Investment Management AB was appointed lead plaintiff in the action. In February 2018, the lead plaintiff filed an amended complaint, which added claims alleging violations of Sections 11 and 15 of the Securities Act in connection with the June 2015 offering. The amended complaint named the Company, EHSI and twenty current and former directors, officers and employees of Endo as defendants. Defendants have not yet responded to the amended complaint.
In November 2017, a putative class action entitled Pelletier v. Endo International plc, Rajiv Kanishka Liyanaarchchie De Silva, Suketu P. Upadhyay, and Paul V. Campanelli was filed in the U.S. District Court for the Eastern District of Pennsylvania by an individual shareholder on behalf of himself and all similarly situated shareholders. The lawsuit alleges violations of Section 10(b) and 20(a) of the Exchange Act in connection with the allegations of anticompetitive conduct asserted in In re Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 2724. In January 2018, the Chief Judge of the Eastern District of Pennsylvania designated Pelletier as related to Bier and reassigned Pelletier to the judge overseeing Bier. A lead plaintiff has not yet been selected.
We will continue to vigorously defend these lawsuits. At this time, wethe foregoing matters and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of this matterthese matters or the ultimate legal and financial liability, if any, and at this time cannot reasonablyto estimate the possible loss or range of loss for this matter, if any.any losses that could be incurred.
Megace ESVASOSTRICT® (megestrol acetate oral suspension) CasesRelated Matters
In September 2011, our subsidiary, Par, along with EDT Pharma Holdings Ltd. (Elan) (now known as Alkermes Pharma Ireland Limited),July 2016, Fresenius Kabi USA, LLC (Fresenius) filed a complaint against TWi Pharmaceuticals, Inc. (TWi)Par and its affiliate Par Sterile Products, LLC in the U.S. District Court for the District of MarylandNew Jersey alleging infringementthat Par and its affiliate engaged in an anticompetitive scheme to exclude competition from the market for vasopressin solution for intravenous injection in view of U.S. Patent No. 7,101,576 because TWi filed an ANDA with a Paragraph IV certification seeking FDA approval of a generic version of MegacePar’s VASOSTRICT® ES. A bench trial was held in October 2013,(vasopressin) product. The complaint alleges violations of Sections 1 and in February 2014, the District Court issued a decision in favor of TWi, finding all asserted claims2 of the 7,101,576 patent invalid for obviousness. Par appealed. In August 2014, the District Court issued a preliminary injunction enjoining TWi’s launch of its generic product pending disposition of the appeal. In December 2014, the Federal Circuit reversed the District Court’s decision, remanding for further findings of fact. In March 2015, the District Court issued another preliminary injunction enjoining TWi’s launch of its generic product pending disposition of the case on remand. In July 2015, the District Court issued a new decision in favor of TWi, finding all of the asserted claims invalid, and TWi launched its generic product.  Par appealed again, and in December 2015, the District Court’s decision in favor of TWi was affirmed without opinion. On February 22, 2016, TWi moved the District Court to recover its lost profits, which TWi alleges in the amount of $16 million, resulting from the previous injunctions to which the District Court subjected TWi,Sherman Antitrust Act, as well as state antitrust and common law, based on assertions that Par and its affiliate entered into exclusive supply agreements with one or more active pharmaceutical ingredient (API) manufacturers and that, as a result, Fresenius has been unable to obtain vasopressin API in order to file an ANDA to obtain FDA approval for its own vasopressin product. Fresenius seeks actual, treble and punitive damages, attorneys’ fees and costs.costs, and injunctive relief. In September 2016, Par and its affiliate filed a motion to dismiss, which the district court denied in February 2017. The Company believes that a losscase is probable and we have incorporated our best estimate of this loss into our reserve for loss contingencies. It is possible that the outcome of this matter could resultcurrently in an additional loss above the amount reserved.discovery.
In June 2013,August 2017, our subsidiaries PPI and Par along with Alkermes Pharma Ireland Limited,Sterile Products, LLC filed a complaint for actual, exemplary and punitive damages, injunctive relief and other relief against Breckenridge Pharmaceutical,QuVa Pharma, Inc. (QuVa), Stuart Hinchen, Peter Jenkins, and Mike Rutkowski in the U.S. District Court for the District of Delaware, alleging infringementNew Jersey. The complaint alleges misappropriation in violation of U.S. Patent Nos. 6,592,903the federal Defend Trade Secrets Act, New Jersey’s Trade Secrets Act and 7,101,576 because Breckenridge filed an ANDANew Jersey common law, as well as unfair competition, breach of contract, breach of fiduciary duty, breach of the duty of loyalty, tortious interference with a Paragraph IV certification seeking FDA approvalcontractual relations and breach of a generic versionthe duty of Megaceconfidence in connection with VASOSTRICT® ES., a vasopressin-based cardiopulmonary drug. In October 2017, defendants answered the complaint and QuVa asserted counterclaims against PPI and Par Sterile Products, LLC alleging unfair competition under New Jersey common law and seeking declaratory judgment of non-infringement as to five U.S. Patents assigned to PPI that are listed in FDA’s Orange Book for VASOSTRICT®. The complaint sought (i)counterclaims seek actual, exemplary, and punitive damages, injunctive relief and other relief. We filed a findingmotion to dismiss the unfair competition counterclaim in November 2017. Briefing on that motion has been completed but no ruling has been issued. Also in November 2017, we filed a motion for preliminary injunction seeking various forms of infringement, validity,relief, including an order prohibiting defendants, and all persons working in concert with them, from selling or offering for sale any product that competes with a Par product and was developed and/or enforceability;is manufactured using Par’s trade secrets. Briefing on that motion has been completed and (ii) a permanent injunction be entered, terminating athearing on that motion was held in February 2018. In January 2018, we filed a first amended complaint adding five former employees of Par Sterile Products, LLC as defendants and numerous causes of action against some or all of those former employees, including misappropriation under the expirationfederal Defend Trade Secrets Act, New Jersey’s Trade Secrets Act and New Jersey common law, as well as breach of contract, breach of the patents-in-suit. A stipulation to stayduty of loyalty and breach of the proceedings was entered in July 2014. In January 2016, we terminated the case by filing a stipulationduty of dismissal with prejudice.confidence.

In June 2015,October 2017, Endo Par along with Alkermes Pharma Ireland Limited,Innovation Company, LLC (EPIC) and Par Sterile Products, LLC (PSP) filed a complaint against Breckenridge Pharmaceutical, Inc., TWi Pharmaceuticals, Inc., and TWi Pharmaceuticals USA, Inc. in the U.S.United States District Court for the District of Delaware alleging infringementColumbia challenging the legality of U.S. Patent No. 9,040,088the FDA’s Interim Policy on Compounding Using Bulk Drug Substances Under Section 503B of the Federal Food, Drug, and Cosmetic Act (January 2017) with respecting to listing of vasopressin in Category 1 of the Interim Policy. The complaint contends that the Interim Policy is unlawful because it is inconsistent with the defendants had filed ANDAs seeking FDA approvalFederal, Food, Drug, and Cosmetic Act, including, but not limited to, Section 503B of generic versionsthat Act. The complaint seeks (i) a declaration that FDA’s Interim Policy and its listing of Megacevasopressin in Category 1 of the ®Interim Policy are unlawful, and (ii) an order enjoining and vacating the Interim Policy ES.and FDA’s listing of vasopressin in Category 1 of the Interim Policy. In August 2015, ParJanuary 2018, EPIC and Alkermes Pharma Ireland Limited filed an additional complaintPSP agreed to a temporary stay of the litigation in light of the FDA’s announcement that forthcoming guidance will address the concerns set forth in the same court against TWiCompany’s complaint.
We will continue to vigorously defend or prosecute the foregoing matters as appropriate, to protect our intellectual property rights, to pursue all available legal and Breckenridge alleging infringementregulatory avenues and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of U.S. Patent Nos. 9,101,540 and 9,101,549, followed by a third complaint in Delaware District Court alleging infringementthese matters or to estimate the possible range of U.S. Patent No. 9,107,827. Our complaint sought (i) a finding of infringement, validity and/or enforceability; and (ii) a permanent injunction. In January 2016, we terminated the cases by filing stipulations of dismissal with prejudice.any losses that could be incurred.
Paragraph IV Certifications on OPANA® ER
In late 2012, two patents (U.S. Patent Nos. 8,309,122 and 8,329,216) were issued to EPI covering OPANA® ER (oxymorphone hydrochloride extended-release tablets CII). In December 2012, EPI filed a complaint against Actavis (now Allergan) in U.S. District

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Court for the Southern District of New York for patent infringement based on its ANDA for a non-crush-resistant genericnon-INTAC® technology version of OPANA® ER. In May 2013 and June 2013, EPI filed similar suits in the U.S. District Court for the Southern District of New York against the following applicants for non-crush-resistantnon-INTAC® technology OPANA® ER: Roxane Laboratories, Inc. (Roxane) and Ranbaxy Laboratories Limited, which was acquired by Sun Pharmaceutical Industries Ltd. (Ranbaxy). Those suits allege infringement of U.S. Patent Nos. 7,851,482, 8,309,122 and 8,329,216. In July 2013, Actavis and Roxane were granted FDA approval to market all strengths of their respective non-crush-resistantnon-INTAC® technology formulations of OPANA® ER. In September 2013, Actavis launched its generic version of non-crush-resistant OPANA® ER 5, 10, 20, 30 and 40 mg tablets. A trial in this case was held from March 2015 through April 2015 in the U.S. District Court for the Southern District of New York. In August 2015, the District Court issued an Opinion holdingruled that all defendants infringed the claims of U.S. Patent Nos. 8,309,122 and 8,329,216. The OpinionDistrict Court also heldruled that the defendants had failed to show that U.S. Patent Nos. 8,309,122 and 8,329,216 were invalid. The Court also issued an Order enjoininginvalid, enjoined the defendants from launching their generic products until the expiration of U.S. Patent Nos. 8,309,122those patents and 8,329,216. That Order further ordered thatdirected Actavis to withdraw its generic product within 60 days. In October 2015, the courtDistrict Court tolled the 60-day period until it decided two pending post-trial motions. In April 2016, the District Court issued an order tollingupholding its August 2015 ruling in EPI’s favor and confirming the 60 day period until it decides two post-trial motions before it. We cannot anticipateprior injunction against the timingmanufacture or sale of the generic version of the non-INTAC® technology OPANA® ER currently offered by Actavis and the additional approved but not yet marketed generic version of the product developed by Roxane. The defendants filed appeals to the Court of Appeals for the Federal Circuit. EPI continued its suit for damages for Actavis’s sales of its infringing generic version of OPANA® ER. In August 2017, EPI settled the damages portion of this suit with Actavis. As a result of that decision. The time for appealing the Opinion and Order has not yet expired and we expect the defendants to appeal the decision.settlement, EPI received $25 million from Actavis in August 2017. We intend to continue to vigorously assert our intellectual property and oppose appeals by the defendants.
We intend to defend vigorouslyasserting our intellectual property rights and to pursue all available legal and regulatory avenues in defense of the non-crush-resistant formulation OPANA® ER, including enforcement of the product’s intellectual property rights and approved labeling. However, there can be no assurance that we will be successful. If we are unsuccessful, competitors that already have obtained, or are able to obtain, FDA approval of their products may be able to launch their generic versions of non-crush-resistant OPANA® ER prior to the applicable patents’ expirations. Additionally, we cannot predict or determine the timing or outcome of related litigation but will explore all options as appropriate in our best interest. In addition to the above litigation, it is possible that another generic manufacturer may also seek to launch a generic version of non-crush-resistant OPANA® ER and challenge the applicable patents.oppose any such appeal.
From September 21, 2012 through October 30, 2013, EPI and its partner Grünenthal received Paragraph IV Notices from each of Teva Pharmaceuticals USA, Inc. (Teva), Amneal Pharmaceuticals, LLC (Amneal), ThoRx Laboratories, Inc. (ThoRx), Allergan,Actavis, Impax and Ranbaxy (now Sun Pharmaceutical Industries Ltd.), advising of the filing by each such company of an ANDA for a generic version of the formulation of OPANA® ER designed to be crush-resistant.with INTAC® technology. These Paragraph IV Notices refer to U.S. Patent Nos. 7,851,482, 8,075,872, 8,114,383, 8,192,722, 8,309,060, 8,309,122 and 8,329,216, which variously cover the formulation of OPANA® ER, a highly pure version of the active pharmaceutical ingredient and the release profile of OPANA® ER. EPI filed lawsuits against each of these filers in the U.S. District Court for the Southern District of New York. Each lawsuit was filed within the 45-day deadline to invoke a 30-month stay of FDA approval pursuant to the Hatch-Waxman legislative scheme. We intend, and have been advised by Grünenthal that it too intends, to defend vigorously the intellectual property rights covering the formulation of OPANA® ER designed to be crush-resistant and to pursue all available legal and regulatory avenues in defense of crush-resistant OPANA® ER, including enforcement of the product’s intellectual property rights and approved labeling. A trial in this case was held from March 2015 through April 2015 in the U.S. District Court for the Southern District of New York against the remaining filers. In August 2015, the District Court issued an Opinion holding that all defendants infringed the claims of U.S. Patent Nos. 8,309,060, 8,309,122 and 8,329,216. The Opinion also held that the defendants had shown that U.S. Patent No. 8,309,060 was invalid, but that the defendants had failed to show that U.S. Patent Nos. 8,309,122 and 8,329,216 were invalid. The District Court also issued an Order enjoining the defendants from launching their generic products until the expiration of U.S. Patent Nos. 8,309,122 and 8,329,216. The timedefendants filed appeals to the Court of Appeals for appealing that Opinion and Orderthe Federal Circuit. An argument was held at the Federal Circuit on this appeal in December 2017. No opinion has not yet expired and we expect the defendants to appeal the decision.been issued. We intend to continue to vigorously assert our intellectual property and oppose appeals by the defendants. However, there can be no assurance that we and/or Grünenthal will be successful. If we are unsuccessful and Teva, Amneal, ThoRx, AllerganActavis or Impax is able to obtain FDA approval of its product, generic versions of crush-resistant OPANA® ER INTAC® technology may be launched prior to the applicable patents’ expirations in 2023 through 2029.2023. Additionally, we cannot predict or determine the timing or outcome of this defense but will explore all options as appropriate in our best interest. In addition to the above litigation, it is possible that another generic manufacturer may also seek to launch a generic version of crush-resistant OPANAinterests.® ER and challenge the applicable patents.

In August 2014 and October 2014, the U.S. Patent Office issued U.S. Patent Nos. 8,808,737 and 8,871,779 respectively, which cover a method of using OPANA® ER and a highly pure version of the active pharmaceutical ingredient of OPANA® ER. In November 2014, EPI filed lawsuits against Teva, ThoRx, Actavis, Impax, Ranbaxy, Roxane, Amneal and Sandoz Inc. based on their ANDAs filed against both the INTAC® technology and non-INTAC® technology versions of OPANA® ER. Those lawsuits were filed in the U.S. District Court for the District of Delaware alleging infringement of these new patents, which expire in 2027 and 2029, respectively. On November 17, 2015, the courtDistrict Court held the ‘737 patent invalid for claiming unpatentable subject matter. That patent has been dismissed from all suits and the suits administratively closed as to that patent, subject to appeal at the end of the case on the ‘779 patent.
Paragraph IV Certification on Fortesta® Gel
In January 2013, EPI and its licensor Strakan Limited receivedJuly 2016, a notice from Watson (now Allergan) advising of the filing by Watson of an ANDA for a generic version of Fortesta® (testosterone) Gel. In February 2013, EPI filed a lawsuit against Watsonthree-day trial was held in the U.S. District Court for the Eastern District of Texas, Marshall division. BecauseDelaware against Teva and Amneal for infringement of the suit‘779 patent. In October 2016, the District Court issued an Opinion holding that the defendants infringed the claims of U.S. Patent No. 8,871,779. The Opinion also held that the defendants had failed to show that U.S. Patent No. 8,871,779 was filed within the 45-day period under the Hatch-Waxman Act for filing a patent infringement action, we believe that it triggered an automatic 30-month stay of approval under the Act. A two-day trial was held on or about February 26 and 27, 2015. In August 2015, the courtinvalid. The District Court issued an Order enjoining the defendants from launching their generic products until the expiration of U.S. Patent No. 8,871,779 in November 2029. A trial for infringement of the ‘799 patent by Actavis was held in February 2017 in the same court (U.S. District Court for the District of Delaware) in front of the same judge. In August 2017, the District Court issued an Opinion holding that Actavis infringed the claims of U.S. Patent No. 8,871,779, and that Actavis had failed to show that U.S. Patent No. 8,871,779 was invalid. Teva, Amneal and Actavis have appealed these holdings. We have appealed the holding that the ‘737 patent is invalid.

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asserted patents are not invalid and are infringed by Watson’s ANDA. As a result, the court ordered that that the effective date for the approval of Watson’s ANDA to be the date no sooner than the latest expiration date of the ’913 Patent and the ’865 Patent in November of 2018. Watson filed an appeal in October 2015.
We intend, and have been advised by Strakan Limited that it too intends,will continue to vigorously defend vigorously Fortesta® Gel andor prosecute the foregoing matters as appropriate, to protect our intellectual property rights, to pursue all available legal and regulatory avenues and to explore other options as appropriate in our best interests in defense of Fortestaboth the non-INTAC® Gel,technology formulation OPANA® ER and the INTAC® technology formulation OPANA® ER, including enforcement of the product’s intellectual property rights and approved labeling. However, there can be no assurance that we and/or Strakan will be successful. If we and/or StrakanWe are unsuccessful and Watson is ableunable to obtain FDA approval of its product, Watson may be able to launch its generic version of Fortesta® Gel prior topredict the applicable patents’ expirations in 2018. Additionally, we cannot predict or determine the timing or outcome of this litigation but will explore all options as appropriate in our best interest. In additionthese matters or to estimate the above litigation, it is possible range of any losses that another generic manufacturer may also seek to launch a generic version of Fortesta® Gel and challenge the applicable patents.could be incurred.
Other Legal Proceedings and Investigations
In addition to the above proceedings, proceedingsProceedings similar to those described above may also be brought in the future. Additionally, we are involved in, or have been involved in, arbitrations or various other legal proceedings that arise from the normal course of our business. We cannot predict the timing or outcome of these claims and other proceedings. Currently, neither we nor our subsidiaries are involved in any other legal proceedings that we expect to have a material effect on our business, financial condition, results of operations and cash flows.
Leases
We lease certain fixed assets under capital leases that expire through 2025.2024. We lease automobiles, machinery and equipment and facilities under certain noncancelable operating leases that expire through 2024.2028. These leases are renewable at our option.
On October 28, 2011, our subsidiary EPI entered into a lease agreement for a new Company headquarters in Malvern, Pennsylvania. The initial term of thisthe lease is 12 yearswas through 2024 and includes three renewal options, each for an additional 60-month period. On September 4, 2014, the Company entered into a sublease agreement to lease approximately 60,000 square feet from January 1, 2015 to December 31, 2016 increasing to 90,000 square feet from January 1, 2017 to December 31, 2024. We will receive approximately $21.5 million in minimum rental payments over the remaining term of the sublease.
OurThis lease is accounted for as a direct financing arrangement whereby the Company recorded, over the construction period, the
full cost of the asset in Property, plant and equipment, net. A corresponding liability was also recorded, net of leasehold improvements paid for by the Company, and is being amortized over the expected lease term through monthly rental payments using an effective
interest method. At December 31, 2015,2017, there was a liability of $45.9$38.4 million related to this arrangement, $4.1$4.6 million of which is
included in Accounts payable and $41.8accrued expenses and $33.8 million of which is included in Other liabilities in the accompanying Consolidated Balance
Sheet.
A summary of minimum future rental payments required under capital and operating leases as of December 31, 20152017 are as follows (in thousands):
Capital Leases(1) Operating LeasesCapital Leases (1)(2) Operating Leases
2016$9,950
 $23,103
20178,114
 16,292
20186,951
 15,201
$6,713
 $13,888
20197,051
 12,471
6,633
 14,120
20207,242
 10,624
6,564
 13,505
20216,681
 11,758
20226,831
 11,212
Thereafter30,248
 31,304
14,126
 23,703
Total minimum lease payments$69,556
 $108,995
$47,548
 $88,186
Less: Amount representing interest6,628
  4,168
  
Total present value of minimum payments$62,928
  $43,380
  
Less: Current portion of such obligations9,950
  6,713
  
Long-term capital lease obligations$52,978
  $36,667
  
__________
(1)The direct financing arrangement is included under Capital Leases. Minimum

(2)We have entered into agreements to sublease certain properties. Most significantly, we sublease approximately 90,000 square feet of our Malvern, Pennsylvania headquarters and substantially all of our Chesterbrook, Pennsylvania facility. As of December 31, 2017, we expect to receive approximately $25.2 million in future minimum rental payments over the remaining terms of the Malvern and Chesterbrook subleases from 2018 until 2024. Amounts included in this table have not been reduced by the minimum sublease rentals of $21.5 million due in the future under a noncancelable sublease.rentals.
ExpenseExpenses incurred under operating leases was $20.1were $18.7 million, $8.5$22.2 million and $18.7$20.1 million for the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, respectively.

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NOTE 15. OTHER COMPREHENSIVE LOSS
The following table presents the tax effects allocated to each component of Other comprehensive lossincome (loss) for the years ended December 31, 2017, 2016 and 2015 (in thousands):

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 2015 2014 2013
 Before-
Tax
Amount
 Tax (Expense) Benefit Net-of-Tax
Amount  
 Before-Tax
Amount  
 Tax Benefit (Expense) Net-of-
Tax
Amount  
 Before-Tax
Amount  
 Tax (Expense) Benefit Net-of-
Tax
Amount  
 Net unrealized gain (loss) on securities:                 
Unrealized gain (loss) arising during the period$2,349
 $(50) $2,299
 $(1,646) $547
 $(1,099) $1,233
 $(458) $775
Less: reclassification adjustments for loss realized in net loss
 
 
 17
 
 17
 
 
 
Net unrealized gains (losses)2,349
 (50) 2,299
 (1,629) 547
 (1,082) 1,233
 (458) 775
Net unrealized gain (loss) on foreign currency:                 
Foreign currency translation (loss) gain arising during the period(263,425) (21,297) (284,722) (121,417) 28
 (121,389) 682
 32
 714
Less: reclassification adjustments for loss realized in net loss25,557
 158
 25,715
 
 
 
 
 
 
 Foreign currency translation (loss) gain(237,868) (21,139) (259,007) (121,417) 28
 (121,389) 682
 32
 714
 Fair value adjustment on derivatives designated as cash flow hedges:                 
Fair value adjustment on derivatives designated as cash flow hedges arising during the period
 
 
 
 
 
 853
 (307) 546
Less: reclassification adjustments for cash flow hedges settled and included in net loss
 
 
 
 
 
 (232) 84
 (148)
Net unrealized fair value adjustment on derivatives designated as cash flow hedges
 
 
 
 
 
 621
 (223) 398
 Other comprehensive (loss) income$(235,519) $(21,189) $(256,708) $(123,046) $575
 $(122,471) $2,536
 $(649) $1,887
 2017 2016 2015
 Before-Tax Amount Tax Benefit (Expense) Net-of-Tax Amount Before-Tax Amount Tax Benefit (Expense) Net-of-Tax Amount Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount
Net unrealized (loss) gain on securities:                 
Unrealized (loss) gain arising during the period$(811) $296
 $(515) $(1,588) $674
 $(914) $2,349
 $(50) $2,299
Less: reclassification adjustments for gain realized in net loss
 
 
 (6) 
 (6) 
 
 
Net unrealized (losses) gains$(811) $296
 $(515) $(1,594) $674
 $(920) 2,349
 (50) 2,299
Net unrealized gain (loss) on foreign currency:                 
Foreign currency translation gain (loss) arising during the period31,202
 
 31,202
 18,267
 13,462
 31,729
 (263,425) (21,297) (284,722)
Less: reclassification adjustments for loss realized in net loss112,926
 
 112,926
 
 
 
 25,557
 158
 25,715
Foreign currency translation gain (loss)$144,128
 $
 $144,128
 $18,267
 $13,462
 $31,729
 (237,868) (21,139) (259,007)
Other comprehensive income (loss)$143,317
 $296
 $143,613
 $16,673
 $14,136
 $30,809
 $(235,519) $(21,189) $(256,708)

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Reclassification adjustments out of Other comprehensive income (loss) income are reflected in the Consolidated Statements of Operations as Other expense (income) net, with respectrelated to the realized loss on securities or Discontinued operations, net of tax, with respect to the realized loss from foreign currency translation.translation were recorded upon the liquidation of Litha and Somar during 2017 and the AMS Men’s Health and Prostate Health businesses during 2015.
The following is a summary of the accumulated balances related to each component of Other comprehensive loss,income (loss), net of taxes, at December 31, 20152017 and December 31, 20142016 (in thousands):
December 31,
2015
 December 31,
2014
December 31, 2017 December 31, 2016
Net unrealized gains (losses)$1,815
 $(484)
Net unrealized gains$380
 $895
Foreign currency translation loss(386,020) (123,604)(210,201) (354,329)
Accumulated other comprehensive loss$(384,205) $(124,088)$(209,821) $(353,434)
NOTE 16. SHAREHOLDERS' EQUITY
In prior periods, our Consolidated Financial Statements presented the accounts of EHSI. On October 31, 2013, Endo International plc was incorporated in Ireland as a private limited company and re-registered effective February 18, 2014 as a public limited company. It was established for the purpose of facilitating the business combination between EHSI and Paladin. On February 28, 2014 we became the successor registrant of EHSI and Paladin in connection with the consummation of certain transactions. In addition, on February 28, 2014, the shares of Endo International plc began trading on the NASDAQ under the symbol “ENDP,” the same symbol under which Endo Health Solutions Inc.’s shares previously traded, as well as on the Toronto Stock Exchange under the symbol “ENL”. References throughout to “ordinary shares” refer to EHSI’s common shares, 350,000,000 authorized, par value $0.01 per share, prior to the consummation of the transactions and to Endo International plc’s ordinary shares, 1,000,000,000 authorized, par value $0.0001 per share, subsequent to the consummation of the transactions.
In addition, on February 11, 2014, the Company issued 4,000,000 euro deferred shares of US$0.01$0.01 each at par. The euro deferred shares are held by nominees in order to satisfy an Irish legislative requirement to maintain a minimum level of issued share capital denominated in euro and to have at least seven registered shareholders. The euro deferred shares carry no voting rights and are not entitled to receive any dividend or distribution.
On January 29, 2015, the Company acquired Auxilium for total consideration of $2.6 billion. The consideration included 18,609,835 ordinary shares valued at $1.52 billion. The acquisition is described in more detail in Note 5. Acquisitions.

On June 10, 2015, we completed the sale of 27,627,628 ordinary shares, including 3,603,603 ordinary shares sold upon the exercise in full by the underwriters of their option to purchase additional ordinary shares from us, at a price of $83.25 per share, for aggregate gross proceeds to us of $2,300.0 million,$2.30 billion, before fees, in order to finance a portion of the Par acquisition, (describedwhich is described in more detail in Note 5. Acquisitions).
Acquisitions. On September 25, 2015, the Company acquired Par for total consideration of $8.14 billion, including the assumption of Par debt.billion. The consideration included 18,069,899 ordinary shares valued at $1.33 billion.
During the year ended December 31, 2015, the Company completed a buy-out of the noncontrolling interest associated with ourits Litha subsidiary. The following table reflects the effect on the Company’s equity for the year ended December 31, 2015 (in thousands):
2015
Adjustment to Accumulated other comprehensive loss related to the reallocation (from noncontrolling to controlling interests) of foreign currency translation loss attributable to our noncontrolling interest in Litha$(3,904)$(3,904)
Decrease in noncontrolling interests for buy-out of Litha(32,732)(32,732)
Decrease in additional paid-in capital for buy-out of Litha(2,972)(2,972)
Total cash consideration paid related to buy-out of Litha$(39,608)$(39,608)
Share Repurchase Program
The Company has broad shareholder authority pursuant to Article 11 of the Company’s Articles of Association to conduct share repurchasesrepurchase by way of redemptions of its ordinary shares, as our shareholders granted to the Company a general authority (the 2014 Share Buyback Authority) to make overseas market purchases (as defined by section 212 of the Irish Companies Act 1990 (the 1990 Act)) of shares of the Company on such terms and conditions as our Board of Directors may approve, but subject to the provisions of the 1990 Act and certain other provisions.shares.
Pursuant to the 2014 Share Buyback Authority, in April 2015, our Board of Directors approved a share buyback program (the 2015 Share Buyback Program). The 2015 Share Buyback Program authorizesauthorized the Company to redeem in the aggregate $2.5 billion of its outstanding ordinary shares. In accordance withAs permitted by Irish Law and the Company’s Articles of Association, all ordinary shares redeemed under the 2015 Share Buyback Program shall be cancelled upon redemptionredemption.

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In November 2015, the Company entered into a program to repurchase by way of redemption up to $250.0 million of its ordinary shares under the 2015 Share Buyback Program. The Company purchasedredeemed and cancelled approximately 4.4 million of its ordinary shares during November 2015 totaling $250.0 million, not including related fees.
NOTE 17. SHARE-BASED COMPENSATION
As discussed in Note 1. Description of Business3. Discontinued Operations and Assets and Liabilities Held for Sale, the operating results of the Company’s AMS and HealthTronics businesses are reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. However, as share-based compensation is not material for these businesses, amounts in this Note 17. Share-based Compensation have not been adjusted to exclude the impact of these businesses.
Stock Incentive Plans
As of December 31, 2014, the Company’s approved stock incentive plans included the Endo International plc 2000, 2004, 2007, 2010 and Assumed Stock Incentive Plans.
In June 2015, the Company’s shareholders approved the 2015 Stock Incentive Plan (the 2015 Plan). UnderAs of the effective date of the 2015 Plan, 10.0 million ordinary shares, which includedincluding the transfer of 5.0 million ordinary shares available to be granted under the previous 2010 Stock Incentive Plan, as of the date the 2015 Plan became effective, were reserved for the grantgranting of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, performance awards and other share-based awards, which may be issued at the discretion of the Company’s board of directors from time to time. Upon the approval of the 2015 Plan, becoming effective, allno additional ordinary shares were to be granted under the previously approved plans, including the Company’s 2000, 2004, 2007, 2010 and Assumed Stock Incentive Plans. All awards previously granted and outstanding under the prior plans remain subject to the terms of those prior plans.
During the second quarter of 2017, the Company’s shareholders approved an amendment to the 2015 Plan. The plan was amended and restated to increase the number of the Company’s ordinary shares that may be issued with respect to awards under the Plan by 10.0 million ordinary shares and to make certain other existingchanges to the Plan’s terms. The shares were registered in August 2017.
During the third quarter of 2017, the Company issued approximately 1.0 million stock incentive plans were terminated.options and 0.1 million restricted stock units for which a grant date has not been established as the awards are subject to shareholder approval at the Company’s 2018 Annual General Meeting of Shareholders. If approved, the options will have an exercise price equal to the closing share price on their issuance date in August 2017. Additionally, at December 31, 2017, there are 0.3 million performance share units, representing target amounts, for which a grant date has not yet been established.
At December 31, 2015,2017, approximately 12.78.8 million ordinary shares were reserved for future issuance upon exercise of options granted or to be grantedgrants under the 2015 Plan. Options and awards which have been issued but for which a grant date has not yet been established are excluded from this amount.
As of December 31, 2015,2017, stock options, restricted stock awards, performance stock units and restricted stock units have been granted under this plan.the stock incentive plans.
All share-based compensation cost is measured at
Generally, the grant date, based on the estimatedgrant-date fair value of theeach award and is recognized as an expense in the income statement over the requisite service period. However, expense recognition differs in the case of certain performance share units where the ultimate payout is performance-based. For these awards, at each reporting period, the Company estimates the ultimate payout and adjusts the cumulative expense based on its estimate and the percent of the requisite service period that has elapsed.
The Company recognized share-based compensation expense of $98.8$50.1 million, $32.7$59.8 million and $39.0$98.8 million during the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively. The share-based compensation expense recognized during the year ended December 31, 2015 includes a charge related to the acceleration of Auxilium employee equity awards at closing of $37.6 million and $11.4 million of expense related to certain AMS equity awards modified in conjunction with the anticipated sale of the business. The AMS amounts are recorded in Discontinued Operations, net of tax. As of December 31, 2015,2017, the total remaining unrecognized compensation cost related to all non-vested share-based compensation awards for which a grant date has been established as of December 31, 2017 amounted to $75.0$58.2 million.
Presented below is the allocation of share-based compensation as recorded in our Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015 (in thousands).
2015 2014 20132017 2016 2015
Selling, general and administrative expenses$79,928
 $21,690
 $24,982
$38,292
 $54,176
 $79,928
Research and development expenses2,388
 3,670
 4,740
4,197
 2,440
 2,388
Cost of revenues2,241
 1,479
 
7,660
 2,040
 2,241
Discontinued operations (Note 3)14,231
 5,832
 9,276

 1,113
 14,231
Total share-based compensation expense$98,788
 $32,671
 $38,998
$50,149
 $59,769
 $98,788
Stock Options
During the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the Company granted stock options to employees of the Company as part of their annual share compensation award and, in certain circumstances, on an ad hoc basis or upon their commencement of service with the Company. For alloptions for which a grant date has not yet occurred, no fair value has been established and these options are not reflected in any of the Company’s share-based compensation plans,amounts in this “Stock Options” section.
Employee stock options generally vest ratably, in equal amounts, over a three or four-year service period and expire ten years from the grant date. The fair value of each option grant wasgrants is estimated at the date of grant using the Black-Scholes option-pricing model. Black-ScholesThis model utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield (which is assumed to be zero as the Company has not paid cash dividends to date and does not currently expect to pay cash dividends) and the expected term of the option. Expected volatilities utilized in the model are based mainly on the historical volatility of the Company’s share price over a period commensurate with the expected life of the share option as well as other factors. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. We estimate the expected term of options granted based on our historical experience with our employees’ exercise of stock options and other factors.

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A summary of the activity for each of the years ended December 31, 2017, 2016 and 2015 is presented below:
Number of Shares Weighted Average Exercise Price   Weighted Average Remaining Contractual Term   Aggregate Intrinsic ValueNumber of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1)
Outstanding as of January 1, 20138,824,705
 $27.93
    
Granted593,709
 $30.81
  
Exercised(3,836,560) $25.32
  
Forfeited(1,291,043) $32.73
  
Expired(45,022) $30.06
  
Outstanding as of December 31, 20134,245,789
 $29.30
  
Granted736,948
 $75.13
  
Exercised(1,528,295) $27.09
  
Forfeited(371,410) $39.76
  
Expired(19,680) $24.56
  
Outstanding as of December 31, 20143,063,352
 $40.15
  
Outstanding as of January 1, 20153,063,352
 $40.15
    
Granted794,757
 $77.27
  794,757
 $77.27
  
Exercised(880,885) $30.93
  (880,885) $30.93
  
Forfeited(201,397) $72.24
  (201,397) $72.24
  
Expired(7,260) $45.20
  (7,260) $45.20
  
Outstanding as of December 31, 20152,768,567
 $51.56
 5.35 $46,340,769
2,768,567
 $51.56
  
Vested and expected to vest as of December 31, 20152,616,444
 $50.26
 5.20 $46,165,754
Exercisable as of December 31, 20151,384,900
 $35.82
 3.90 $38,473,019
Granted2,578,105
 $35.45
  
Exercised(62,589) $31.19
  
Forfeited(858,556) $52.27
  
Expired(100,318) $60.71
  
Outstanding as of December 31, 20164,325,209
 $41.70
  
Granted5,288,675
 $10.42
  
Forfeited(623,987) $28.32
  
Expired(741,767) $40.29
  
Outstanding as of December 31, 20178,248,130
 $22.79
 7.87 $493,979
Vested and expected to vest as of December 31, 20177,633,410
 $23.46
 7.76 $435,456
Exercisable as of December 31, 20171,826,250
 $42.39
 3.99 $
__________
(1)The intrinsic value of a stock option is the excess, if any, of the closing price of the Company’s ordinary shares on the last trading day of the fiscal year over the exercise price. The aggregate intrinsic values presented in the table above represent sum of the intrinsic values of all corresponding stock options that are “in-the-money.”
The range of exercise prices for the above stock options outstanding at December 31, 20152017 is from $14.65$7.55 to $89.68.
No options were exercised during the year ended December 31, 2017. The total intrinsic value of options exercised during the years ended December 31, 2016 and 2015 2014was $1.3 million and 2013 was $27.2 million, $41.4 millionrespectively. No tax benefits from stock option exercises were realized during the years ended December 31, 2017 and $97.1 million, respectively.2016. Tax benefits from stock option exercises during the year ended December 31, 2015 were $11.7 million. The weighted average grant date fair value of the stock options granted in the years ended December 31, 2017, 2016 and 2015 2014was $4.73, $11.46 and 2013 was $21.09 $20.28 and $9.37 per option, respectively, determined using the following average assumptions:
2015 2014 20132017 2016 2015
Average expected term (years)4.0
 4.0
 5.0
Expected term (years)4.0
 4.0
 4.0
Risk-free interest rate1.3% 1.3% 0.8%1.7% 1.1% 1.3%
Dividend yield
 
 

 
 
Expected volatility32% 32% 33%58% 43% 32%
As of December 31, 2015,2017, the weighted average remaining requisite service period of the non-vested stock options was 2.4 years. As of December 31, 2015,2.5 years and the total remaining unrecognized compensation cost related to non-vested stock options amounted to $17.0$21.1 million.
Restricted Stock Units and Performance Share Units
During the years ended December 31, 2015, 20142017, 2016 and 2013,2015, the Company granted restricted stock units (RSUs) and performance share units (PSUs) to employees of the Company as part of their annual share compensation award and, in certain circumstances, periodic grants which includes equity awardedon an ad hoc basis or upon their commencement of service with the Company. For RSUs and PSUs for which a grant date has not yet occurred, no fair value has been established and these awards are not reflected in any of the amounts in this “Restricted Stock Units and Performance Share Units” section.
For grants prior to 2013,RSUs vest ratably, in equal amounts, over a three or four-year service period. PSUs vest in full after a three-year service period and are conditional upon the achievement of performance or market conditions established by the compensation committee of the Board of Directors.

PSUs granted in 2017 were tied to both the Company’s overall revenue and itsbased upon two discrete measures: relative total shareholder return (TSR) and a free cash flow performance metric. The free cash flow performance metric, which accounts for 50% of the PSU award at grant, will be measured annually over a 3-year performance cycle. The remaining 50% of the PSU award is tied exclusively to relative toTSR performance, which will be measured against the 3-year TSR of a selected industry group. During 2013, PSU grants were only tiedcustom index of companies. The actual number of shares awarded is adjusted to between zero and 200% of the target award amount based upon achievement of certain goals. In addition to meeting the conditions required by both the TSR and free cash flow portions of the awards, grant recipients are also subject to being employed by the Company following the completion of the 3-year period in order to receive the awards. TSR relative to peers is considered a market condition under applicable authoritative guidance, while the free cash flow measure is considered performance condition.
In 2016, PSU grants are tied to relative TSR performance, which will be measured against the 3-year TSR of a selected industry group,custom index of companies, with maximum payout levels also based on absolute compounded annual growth rate (CAGR) stock price objectives. Each award covered a three-year3-year performance cycle. The actual number of shares awarded is adjusted to between zero and 300% of the target award amount based upon achievement of pre-determined relative TSR and CAGR stock price goals. TSR relative to peers is considered a market condition while cumulative revenue performance is considered a performance condition under applicable authoritative guidance. The PSUs linked to revenue performance were marked to market on a recurring basis based on management’s expectations of future revenues.
Starting in 2014 and continuing in 2015, PSU grants are tied to the attainment of absolute compounded annual growth rate (CAGR)CAGR for the Company’s ordinary share price, which is considered a market condition under applicable authoritative guidance.

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Each award covers a three-year3-year performance cycle. The actual number of shares awarded is adjusted to between zero and 300% of the target award amount based upon achievement of pre-determined CAGR goals.
Also starting in 2014 and continuing in 2015,RSUs are valued based on the Company approved a share matching program (Matched PSUs), which is applicable to all executive leadership team members, excluding Mr. De Silva. The program allows participants to make a direct investment in Endoclosing price of Endo’s ordinary shares during a pre-defined period, which the Company would immediately grant a Matched PSU for each qualifying ordinary share purchased up to the employee’s base salary. The Matched PSUs would vest on the third anniversarydate of grant. PSUs with TSR conditions are valued using a Monte-Carlo variant valuation model, while those with adjusted free cash flow conditions are valued taking into consideration the date issued toprobability of achieving the employee if the CAGRspecified performance goal. The Monte-Carlo variant valuation model considered a variety of the Company’s ordinary shares is at least 10% over the three-year period. This program can be offered onpotential future share prices for Endo as well as our peer companies in a periodic basis, and the initial offering period was open from November 2014 through December 2015, not including blackout periods.selected market index.
A summary of our restrictednonvested RSUs and performance stock unitsPSUs for the years ended December 31, 2017, 2016 and 2015 is presented below:
Number of Shares Aggregate Intrinsic ValueNumber of Shares Aggregate Intrinsic Value (1)
Outstanding as of January 1, 20132,423,612
  
Nonvested as of January 1, 20151,654,753
  
Granted1,543,221
  927,214
  
Forfeited(899,954)  (251,351)  
Vested(804,451)  (523,763)  
Outstanding as of December 31, 20132,262,428
  
Nonvested as of December 31, 20151,806,853
  
Granted609,357
  1,582,429
  
Forfeited(374,463)  (975,994)  
Vested(842,569)  (728,228)  
Outstanding as of December 31, 20141,654,753
  
Nonvested as of December 31, 20161,685,060
  
Granted927,214
  4,168,477
  
Forfeited(251,351)  (552,981)  
Vested(523,763)  (575,883)  
Outstanding as of December 31, 20151,806,853
 $111,925,522
Vested and expected to vest as of December 31, 20151,693,411
 $98,500,246
Nonvested as of December 31, 20174,724,673
 $36,616,216
Vested and expected to vest as of December 31, 20174,337,839
 $33,618,256
__________
(1)The aggregate intrinsic values of RSUs and PSUs presented in the table above are calculated by multiplying the closing price of the Company’s ordinary shares on the last trading day of the fiscal year by the corresponding number of RSUs and PSUs.
As of December 31, 2015,2017, the weighted average remaining requisite service period of these units was 1.92.1 years. The weighted average grant date fair value of the units granted during the years ended December 31, 2017, 2016 and 2015 2014was $11.42, $43.52 and 2013 was $72.34 $73.70 and $31.55 per unit, respectively. As of December 31, 2015,2017, the total remaining unrecognized compensation cost related to non-vested RSUs and PSUs amounted to $35.0$30.8 million and $23.0$6.3 million, respectively.
Employee Stock Purchase Plan
The Endo International plc Employee Stock Purchase Plan (ESPP) is a Company-sponsored plan that enables employees to voluntarily elect, in advance of any of the four quarterly offering periods ending March 31, June 30, September 30 and December 31 of each year, to contribute up to 10% of their eligible compensation, subject to certain limitations, to purchase ordinary shares at 90% of the lower of the closing price of Endo ordinary shares on the first or last trading day of each offering period. The maximum number of shares that a participant may purchase in any calendar year is equal to $25,000 divided by the closing selling price per ordinary share on the first day of the offering period, subject to certain adjustments. Compensation expense is calculated in accordance with the applicable accounting guidance and is based on the share price at the beginning or end of each offering period and the purchase discount. Obligations under the ESPP may be satisfied by the reissuance of treasury stock, by the Company’s purchase of shares on the open market or by the authorization of new shares. The maximum number of shares available under the ESPP, pursuant to the terms of the ESPP plan document, is 1% of the common shares outstanding on April 15, 2011 or approximately 1.2 million shares. The ESPP shall continue in effect until the earlier of (i) the date when no shares are available for issuance under the ESPP, at which time the ESPP shall be suspended pursuant to the terms of the ESPP plan document, or (ii) December 31, 2022, unless earlier terminated. Compensation expense during the years ended December 31, 2015 and 2014 related to the Employee Stock Purchase Plan (ESPP) totaled $0.8 million and $0.6 million, respectively. The Company issued 67,867 ordinary shares with a cost totaling $4.3 million during the year ended December 31, 2015 pursuant to the ESPP and 75,450 ordinary shares with a cost totaling $4.6 million during the year ended December 31, 2014.

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NOTE 18. OTHER EXPENSE (INCOME), NET
The components of Other (income) expense, (income), net for the for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):
 2015 2014 2013
Watson litigation settlement income, net$
 $
 $(50,400)
Net gain on sale of certain early-stage drug discovery and development assets
 (5,200) 
Foreign currency gain, net(23,058) (10,054) (21)
Equity loss (earnings) from unconsolidated subsidiaries, net3,217
 (8,325) (1,482)
Other than temporary impairment of equity investment18,869
 
 
Legal settlement(12,500) 
 
Costs associated with unused financing commitments78,352
 
 
Other miscellaneous(1,189) (8,745) (1,156)
Other expense (income), net$63,691
 $(32,324) $(53,059)
 2017 2016 2015
Foreign currency (gain) loss, net$(2,801)
$2,991

(23,058)
Equity loss (earnings) from investments accounted for under the equity method, net898

(1,190)
3,217
Other-than-temporary impairment of equity investment



18,869
Legal settlement



(12,500)
Costs associated with unused financing commitments



78,352
Other miscellaneous, net(15,120)
(2,139)
(1,189)
Other (income) expense, net$(17,023)
$(338)
$63,691
Fluctuations inForeign currency (gain) loss, net results from the remeasurement of the Company’s foreign currency rates are primarily driven by our increased global presence subsequent todenominated assets and liabilities. In 2017, other miscellaneous, net includes a $10.1 million gain resulting from the acquisitionssale of PaladinLitha, as further described in Note 3. Discontinued Operations and Somar as well as foreign currency rate movements.Assets and Liabilities Held for Sale. During 2015, the Company recognized an other than temporaryother-than-temporary impairment of ourits Litha joint venture investment, totaling $18.9 million, reflecting the excess carrying valueamount of this investment over its estimated fair value. In addition, the Company incurred $78.4 million during 2015 related to unused commitment fees primarily associated with financing for the Par acquisition.
NOTE 19. INCOME TAXES
Tax Reform
The TCJA, which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. In addition to the reduction of the U.S. statutory federal corporate income tax rate from 35% to 21% effective January 1, 2018, the TCJA contains a broad range of provisions, many of which differ significantly from those contained in previous U.S. tax law. Key provisions of the TCJA, which generally became effective January 1, 2018, include expanded limitations on the deductibility of interest, immediate expensing of capital expenditures, the creation of a new anti-base erosion minimum tax system that among other things limits the deductibility of certain payments made to related foreign entities, the introduction of a territorial tax system beginning in 2018, a one-time deemed repatriation of foreign earnings subject to a transition tax and the modification or repeal of many business deductions and credits. Although the rate of U.S. federal income tax will be reduced in the future, changes in tax rates and laws are accounted for in the period of enactment. Therefore, during the year ended December 31, 2017, we recorded a benefit of $36.2 million as our current estimate of the provisions of the TCJA. This benefit, which is primarily related to remeasurement of deferred tax liabilities related to tax deductible goodwill, has been recorded in our Consolidated Statements of Operations as Income tax benefit.
We have recorded the aforementioned net benefit based on currently available information and interpretations of the TCJA. In accordance with authoritative guidance issued by the SEC, the income tax effect for certain aspects of the TCJA may represent provisional amounts for which our accounting is incomplete but a reasonable estimate could be determined and recorded during the fourth quarter of 2017. We consider amounts related to the various transition rules and interpretations of the TCJA to be provisional. Accordingly, we will continue to evaluate the impacts of the TCJA, including administrative and regulatory guidance as it becomes available. The measurement and existence of current and non-current income tax payables and/or the remeasurement of deferred tax assets and liabilities may change upon finalization of our analysis, which is expected to occur no later than one year from the date of the TCJA’s enactment. Any adjustment to a provisional amount identified during the one-year measurement period will be recorded as an income tax expense or benefit in the period the adjustment is determined.
Income (Loss) Before Income Taxes
Our operations are conducted through our various subsidiaries in a number of countriesnumerous jurisdictions throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which our operations are conducted and income and loss from operations is subject to taxation.conducted.
The components of our (loss) incomeLoss from continuing operations before income tax by geography for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):
2015 2014 20132017 2016 2015
United States$(626,740) $(33,459) $385,366
$(1,866,222) $(4,309,211) $(626,740)
International(811,124) 133,334
 
383,218
 385,355
 (811,124)
Total (loss) income from continuing operations before income tax$(1,437,864) $99,875
 $385,366
$(1,483,004) $(3,923,856) $(1,437,864)

Income tax from continuing operations consists of the following for the years ended December 31, 2017, 2016 and 2015 (in thousands):
2015 2014 20132017 2016 2015
Current:          
U.S. Federal$(308,909) $30,385
 $93,212
$(86,478) $18,369
 $(308,909)
U.S. State(5,600) 16,270
 10,980
(6,462) 9,501
 (5,600)
International16,722
 (2,550) 
(1,224) 22,851
 16,722
Total current income tax$(297,787) $44,105
 $104,192
$(94,164) $50,721
 $(297,787)
Deferred:          
U.S. Federal(779,757) (31,922) 36,369
$(124,682) $(661,484) $(779,757)
U.S. State(70,221) (7,740) (1,336)(3,225) (239) (70,221)
International(9,376) (620) 
(28,222) (83,619) (9,376)
Total deferred income tax$(859,354) $(40,282) $35,033
$(156,129) $(745,342) $(859,354)
Excess tax benefits of stock compensation exercised19,676
 33,501
 4,315
$
 $(5,463) $19,676
Valuation allowance
 943
 202

 
 
Total income tax$(1,137,465) $38,267
 $143,742
$(250,293) $(700,084) $(1,137,465)

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A reconciliation of income tax from continuing operations at the U.S. federal statutory income tax rate to the total income tax provision from continuing operations for the years ended December 31, 2017, 2016 and 2015 is as follows (in thousands):
 2015 2014 2013
Notional U.S. federal income tax provision at the statutory rate$(503,271) $34,956
 $134,878
State income tax, net of federal benefit(45,823) 10,095
 5,554
Research and development credit(5,549) (2,535) (6,002)
Uncertain tax positions30,974
 2,494
 2,779
Residual tax on non-U.S. net earnings (1)(359,831) (52,246) 
Change in valuation allowance278,339
 952
 
Effects of outside basis differences(111,920) 
 
Worthless stock deduction(674,210) 
 
Impairment of goodwill248,403
 
 
Effect of permanent items:     
Branded prescription drug fee10,753
 16,336
 12,060
Domestic production activities deduction
 5,468
 (6,835)
Transaction-related expenses9,872
 5,889
 2,643
Excise tax
 15,398
 
Executive compensation limitation467
 3,590
 417
Extinguishment of debt
 (5,802) 
Share based compensation950
 2,227
 
Audit settlements
 (1,875) 
Other(16,619) 3,320
 (1,752)
Income tax$(1,137,465) $38,267
 $143,742
 2017 2016 2015
Notional U.S. federal income tax provision at the statutory rate$(519,051) $(1,373,350) $(503,271)
State income tax, net of federal benefit(11,473) 5,182
 (45,823)
U.S. tax reform impact(36,216) 
 
Uncertain tax positions58,120
 (18,111) 30,974
Residual tax on non-U.S. net earnings(1,350,811) (301,666) (359,831)
Effects of outside basis differences
 (636,134) (786,130)
Non-deductible goodwill impairment60,808
 926,881
 248,403
Change in valuation allowance1,648,836
 762,604
 278,339
Intra-entity transfers of assets(53,509) (92,859) 
International Pharmaceuticals segment divestitures(56,092) 
 
Other9,095
 27,369
 (126)
Income tax$(250,293) $(700,084) $(1,137,465)
__________
(1) Excludes nondeductible charges and other items whichDuring the year ended December 31, 2017, the tax benefit primarily related to pre-tax losses incurred by certain U.S. subsidiaries. During the year ended December 31, 2016, the Company recorded a $636.1 million net tax benefit related to worthless stock deductions that are broken out separately in the table.
reflected as a component of benefits from outside basis differences. During the year ended December 31, 2015, the Company recorded a $674.2 million net tax benefit predominantlypredominately related to a worthless stock deduction directly attributable to mesh product liability losses.losses that is reflected as a component of benefits from outside basis differences. The Company will claimclaimed the worthless stock deduction on its 2015 U.S. Federal and State income tax returns.

Deferred Tax Assets and Liabilities
Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. TheExcluding assets and liabilities held for sale, the significant components of the net deferred income tax liability were as follows, excluding assets and liabilities held for sale, shown on the balance sheets for the years endedas of December 31, 2017 and 2016 are as follows (in thousands):

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2015 20142017 2016
Deferred tax assets:      
Accrued expenses and customer allowances$285,342
 $644,858
$299,142
 $232,101
Compensation related to stock options22,532
 15,415
20,108
 24,246
Deferred interest expense46,230
 57,440
Fixed assets and intangible assets484,313
 55,473
Loss on capital assets49,585
 9,904
Net operating loss carryforward635,030
 108,823
7,183,651
 4,410,386
Loss on capital assets7,210
 10,642
Other32,356
 30,262
Research and development credit carryforward56,489
 13,085
4,838
 4,244
Tax credit carryforwards1,516
 4,520
Uncertain tax positions8,211
 6,574
4,364
 10,562
Prepaid royalties
 5,190
Tax credit carryforwards96,952
 12,249
Deferred interest expense290,600
 
Other7,564
 23,173
Total gross deferred income tax assets$1,409,930
 $840,009
$8,126,103
 $4,839,138
Deferred tax liabilities:      
Fixed assets and intangible assets$(1,759,009) $(894,714)
Deferred interest expense
 (6,012)
Other$(2,042) $
Outside basis difference(59,434) 
(92,635) (182,409)
Prepaid royalties(413) 
Other(25,978) (9,238)
Total gross deferred income tax liabilities$(1,844,834) $(909,964)$(94,677) $(182,409)
Valuation allowance(426,991) (40,646)(8,062,975) (4,841,209)
Net deferred income tax liability$(861,895) $(110,601)$(31,549) $(184,480)
At December 31, 2015, the Company had the following significant deferred tax assets for certain tax credits net of unrecognized tax benefits (in millions):
Jurisdiction 2015 Begin to Expire
Canada    
Investment tax credits $3.2
 2017
United States    
Alternative minimum tax $66.6
 Indefinite
Research and development credits $56.3
 2026
Foreign tax credits $25.3
 2025
At December 31, 2015,2017, the Company had the following significant deferred tax assets for net operating and capital loss carryforwards, for tax purposes net of unrecognized tax benefits (in millions)thousands):
Jurisdiction 2015 Begin to Expire 2017 Begin to Expire
Ireland $7.3
 Indefinite $43,965
 indefinite
Luxembourg $325.0
 Indefinite $6,847,805
 2034
United States 

 
Federal ordinary losses $222.4
 2020
United States:   
Federal-ordinary losses $115,518
 2020
Federal-capital losses $27,114
 2022
State-ordinary losses $172,439
 2018
State-capital losses $5.1
 2026 $20,920
 2026
State-ordinary losses $71.7
 2016
A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased, or if objective negative

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evidence, in the form of cumulative losses, is no longer present and additional weight may be given to subjective evidence, such as projections for growth.
The Company has recorded a valuation allowance against certain jurisdictional net operating loss carryforwards and other tax attributes. As of December 31, 20152017 and 2014,2016, the total valuation allowance, including amounts classified as held for sale, was $427.0$8,063.0 million and $40.6$4,841.2 million, respectively. During the years ended December 31, 20142017 and 2013,2016, the Company increased its valuation allowance in the amount of $386.3$3,221.8 million and $22.8$4,414.2 million, respectively. The net increase in the Company’s valuation allowance asin 2017 was primarily driven by: (i) $3,310.8 million related to losses within jurisdictions unable to support recognition of December 31, 2015a deferred tax asset, of which the largest jurisdiction was Luxembourg, where the Company recognized a significant loss on its investment in the equity of consolidated subsidiaries, (ii) the establishment of a $479.7 million valuation allowance offsetting net deferred tax assets created in connection with the adoption of ASU 2016-16 that primarily related to certain intangibles and tax deductible goodwill, which is further described in Note 2. Summary of Significant Accounting Policies and (iii) $21.5 million relating to state tax benefits. This increase was partially offset by a $590.2 million reduction related to remeasurement of certain deferred tax assets resulting from the TCJA.

The net increase in the Company’s valuation allowance in 2016 was primarily split into three main components: $14.7(i) $3,950.1 million related to current year acquisitions, $25.9losses within jurisdictions unable to support recognition of a deferred tax asset, the largest jurisdiction of which was Luxembourg, where the Company recognized a material loss on its investment in the equity of consolidated subsidiaries, (ii) $67.1 million relating to state tax benefits and $349.4(iii) $400.8 million relatingrelated to losses within jurisdictions that the Company was unable to support the recognition ofrecording a valuation allowance on U.S. deferred tax asset. The significant increase in the Company’s valuation allowance in 2014 was primarily due to the acquisition of Paladin.assets.
At December 31, 2015,2017, the Company had the following significant valuation allowances for tax purposes (in millions)thousands):
Jurisdiction 2015 2017
Canada $1.4
 $2,228
Ireland $26.7
 $99,194
Luxembourg $325.0
 $6,847,805
Mexico $3.7
Netherlands $1.2
South Africa $1.2
United States $67.3
 $1,110,172
We have provided income taxes for earnings that are currently distributed as well as the taxes associated with certain earnings that are expected to be distributed in the future. No additional provision has been made for Irish and non-Irish income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries as such earnings are expected to be permanentlyindefinitely reinvested, the investments are essentially permanent in duration, or we have concluded that no additional tax liability will arise as a result of the distribution of such earnings.duration. As of December 31, 2015,2017, certain subsidiaries had approximately $915.4$169.8 million of cumulative undistributed earnings that have been retained indefinitely andpermanently reinvested inbecause our global operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities.plans do not demonstrate a need to repatriate such earnings. A liability could arise if our intention to permanentlyindefinitely reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanentlyindefinitely reinvested earnings or the basis differences related to investments in subsidiaries. Our current plans do not demonstrate a need to repatriate cash and cash equivalents that are designated as permanently reinvested in order to fund our operations, including investing and financing activities.
Uncertain Tax Positions
The Company and its subsidiaries are subject to income taxes in the U.S., various states and numerous foreign jurisdictions with varying statutes as to which tax years are subject to examination by the tax authorities. The Company has taken positions on its tax returns that may be challenged by various tax authorities for which reserves have been established for tax-related uncertainties. These accruals for tax-related uncertainties are based on the Company’s best estimate of the potential tax exposures. When particular matters arise, a number of years may elapse before such matters are audited and finally resolved. Favorable resolution of such matters could be recognized as a reduction toof the Company’s effective tax rate in the year of resolution. Unfavorable resolutionResolution of any particular issue could increase the effective tax rate and may require the use of cash in the year of resolution.

As of December 31, 2015,2017, the Company had total unrecognized income tax benefits of $328.9$435.1 million. If recognized in future years, $293.3$289.9 million of these currently unrecognized income tax benefits would impact the income tax provision and effective tax rate. As of December 31, 2014, we2016, the Company had total unrecognized income tax benefits of $115.8$443.6 million. If recognized in future years, $109.2$435.4 million of these unrecognized income tax benefits would impacthave impacted the income tax provision and effective tax rate. The following table summarizes the activity related to unrecognized income tax benefits (in thousands):

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Unrecognized Tax Benefit Federal, State, and Foreign TaxUnrecognized
Tax Benefit Federal, State, and Foreign Tax
UTB Balance at January 1, 2013$58,917
Gross additions for current year positions2,076
Gross additions for prior period positions4,618
Gross reductions for prior period positions(2,390)
Decrease due to lapse of statute of limitations(4,592)
UTB Balance at December 31, 2013$58,629
Gross additions for current year positions6,008
Gross additions for prior period positions873
Gross reductions for prior period positions(6,647)
Decrease due to lapse of statute of limitations(5,067)
Decrease due to settlements(597)
Additions related to acquisitions54,750
Currency translation adjustment(2,619)
UTB Balance at December 31, 2014$105,330
UTB Balance at January 1, 2015$105,330
Gross additions for current year positions65,439
65,439
Gross reductions for prior period positions(234)(234)
Gross additions for prior period positions3,460
3,460
Decrease due to lapse of statute of limitations(75)(75)
Additions related to acquisitions150,152
150,152
Currency translation adjustment(7,825)(7,825)
UTB Balance at December 31, 2015$316,247
$316,247
Gross additions for current year positions142,778
Gross reductions for prior period positions(35,888)
Gross additions for prior period positions2,111
Decrease due to lapse of statute of limitations(3,085)
Additions related to acquisitions2,350
Currency translation adjustment88
UTB Balance at December 31, 2016$424,601
Gross additions for current year positions44,293
Gross reductions for prior period positions(64,887)
Gross additions for prior period positions22,765
Decrease due to lapse of statute of limitations(13,151)
Additions related to acquisitions
Currency translation adjustment2,330
UTB Balance at December 31, 2017$415,951
Accrued interest and penalties12,664
19,185
Total UTB balance including accrued interest and penalties$328,911
$435,136
Current portion$
$17,100
Non-current portion$328,911
$418,036
The Company records accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of December 31, 2015,2017, we had recorded $12.7$19.2 million of accrued interest and penalties related to uncertain tax positions on the Consolidated Balance Sheet, all of which was recorded in income taxes. As of December 31, 2014,2016, the balance of accrued interest and penalties was $10.5$19.0 million, all of which was recorded in income taxes. During the years ended December 31, 2015, 2014,2017, 2016, and 2013,2015, we recognized expense of $1.6$1.4 million, expense of $4.6$5.1 million and benefit of $0.9$1.6 million, respectively, related to interest and penalties. The current and non-current portions of our UTB balance are included in our Consolidated Balance Sheet as Accounts payable and accrued expenses, Other liabilities or, if appropriate, as a reduction to Deferred tax assets.
Our U.S. subsidiaries file income tax returns on a unitary, consolidated, or stand-alone basis in multiple state and local jurisdictions, which generally have statutes of limitations ranging from three to four years. Various state and local income tax returns are currently in the process of examination.
Our non-U.S. subsidiaries file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from three3 to 10 years. Various non-U.S.Certain subsidiary income tax returns are currently in the process ofunder examination by taxing authorities.authorities, including U.S. tax returns for the 2011 through 2015 tax years by the Internal Revenue Service.
It is expected that the amount of unrecognized tax benefits will change during the next twelve months; however, the Company does not anticipate any adjustments that would lead to a material impact on our results of operations or our financial position.

As of December 31, 2015, under applicable statutes, the following tax years remained2017, we may be subject to examination in the major tax jurisdictions indicated:jurisdictions:

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Jurisdiction Open Years
Canada 20102013 through 20152017
India 20112012 through 20152017
Ireland 20122014 through 20152017
Luxembourg 2013 through 2015
Mexico2010 through 2015
South Africa2010 through 20152017
United States - federal, state and local 20052006 through 20152017
NOTE 20. NET (LOSS) INCOMELOSS PER SHARE
The following is a reconciliation of the numerator and denominator of basic and diluted net loss per share for the years ended December 31, 2017, 2016 and 2015 (in thousands, except share data)thousands):
2015 2014 20132017 2016 2015
Numerator:          
(Loss) income from continuing operations$(300,399) $61,608
 $241,624
Less: Net loss from continuing operations attributable to noncontrolling interests(283) (399) 
(Loss) income from continuing operations attributable to Endo International plc ordinary shareholders(300,116) 62,007
 241,624
Loss from continuing operations$(1,232,711) $(3,223,772) $(300,399)
Less: Net income (loss) from continuing operations attributable to noncontrolling interests
 16
 (283)
Loss from continuing operations attributable to Endo International plc ordinary shareholders$(1,232,711) $(3,223,788) $(300,116)
Loss from discontinued operations attributable to Endo International plc ordinary shareholders, net of tax(1,194,926) (783,326) (926,963)(802,722) (123,278) (1,194,926)
Net loss attributable to Endo International plc ordinary shareholders$(1,495,042) $(721,319) $(685,339)$(2,035,433) $(3,347,066) $(1,495,042)
Denominator:          
For basic per share data—weighted average shares197,100
 146,896
 113,295
223,198
 222,651
 197,100
Dilutive effect of ordinary share equivalents
 2,600
 2,453

 
 
Dilutive effect of various convertible notes and warrants
 7,234
 4,081

 
 
For diluted per share data—weighted average shares197,100
 156,730
 119,829
223,198
 222,651
 197,100
Basic net loss per share data is computed based on the weighted average number of ordinary shares outstanding during the period. Diluted loss per share data is computed based on the weighted average number of ordinary shares outstanding and, if there is net income from continuing operations attributable to Endo ordinary shareholders during the period, the dilutive impact of ordinary share equivalents outstanding during the period. Ordinary
The dilutive effect of ordinary share equivalents are measured under the treasury stock method. Due to the Company’s adoption of ASU 2016-09, effective January 1, 2017, the Company no longer considers excess tax benefits resulting from share-based compensation awards when applying the treasury stock method to calculate diluted weighted average shares outstanding. Therefore, the adoption of this ASU will have the effect of increasing dilution in periods where there is net income from continuing operations attributable to Endo ordinary shareholders and there are weighted average dilutive awards outstanding. Stock options and awards that have been issued but for which a grant date has not yet been established, such as those discussed in Note 17. Share-based Compensation, are not considered in the calculation of basic of diluted weighted average shares.
All stock options and stock awardspotentially dilutive items were excluded from the diluted share calculation for the yearyears ended December 31, 2017, 2016 and 2015 because their effect would have been anti-dilutive, as the Company was in a loss position.
The 1.75% Convertible Senior Subordinated Notes due April 15, 2015 were only included in the dilutive net loss per share calculations using the treasury stock method during periods in which the average market price of our ordinary shares was above the applicable conversion price of the Convertible Notes, or $29.20 per share, and the impact would not have been anti-dilutive. In these periods, under the treasury stock method, we calculated the number of shares issuable under the terms of these notes based on the average market price of the shares during the period, and included that number in the total diluted shares outstanding for the period.
We entered into convertible note hedge and warrant agreements, which have subsequently been settled, that, in combination, had the economic effect of reducing the dilutive impact of the Convertible Notes. However, we separately analyzed the impact of the convertible note hedge and the warrant agreements on diluted weighted average shares outstanding. As a result, the purchases of the convertible note hedges were excluded because their impact would have been be anti-dilutive. The treasury stock method was applied when the warrants were in-the-money with the proceeds from the exercise of the warrant used to repurchase shares based on the average share price in the calculation of diluted weighted average shares. Until the warrants were in-the-money, they had no impact to the diluted weighted average share calculation.
The dilutive impact of the Auxilium Notes was calculated using the if-converted method, assuming the notes were converted at the time of issuance.

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NOTE 21. SAVINGS AND INVESTMENT PLAN AND DEFERRED COMPENSATION PLANS
Savings and Investment Plan
Endo establishedThe Company maintains a defined contribution Savings and Investment Plan (the Endo 401(k) Plan) covering all U.S.-based eligible employees. Employee contributions can be made on a pre-tax basis under section 401(k) of the Internal Revenue Code (the Code). Effective January 1, 2014, the Endo 401(k) Plan was amended to modify the employer matching contributions such that theThe Company will matchmatches 100% of the first 3% of eligible cash compensation that a participant contributes to the Endo 401(k) Plan plus 50% of the next 2% for a total of up to 4% of the participants’ contributions, subject to limitations under section 401(k) of the Code. This compares to 100% of the first 6% of eligible cash compensation that a participant contributes to the Endo 401(k) Plan, which was in effect until December 31, 2013.statutory limitations. Participants are immediately vested with respect to their own contributions and the Company’s matching contributions.
Costs incurred for contributions made by usthe Company to the Endo 401(k) plansPlan amounted to $8.6$9.4 million, $7.5$11.5 million and $11.4$8.6 million for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, respectively.
Executive Deferred Compensation Plan
In December 2007, Endo’s Board of Directors (the Board) adopted an executive deferred compensation plan (the Executive Deferred Compensation Plan) and a 401(k) restoration plan (the 401(k) Restoration Plan) both effective as of January 1, 2008. Both plans cover employees earning over the Internal Revenue Code plan compensation limit, which would include the chief executive officer, chief financial officer and other named executive officers. The Executive Deferred Compensation Plan allows for deferral of up to 50% of the bonus, with payout to occur as elected, either in a lump sum or in installments, and up to 100% of restricted stock units granted, with payout to occur either in a lump sum or in installments. Under the 401(k) Restoration Plan the participant may defer the amount of base salary and bonus that would have been deferrable under the Company’s Savings and Investment Plan (up to 50% of salary and bonus) if not for the qualified plan statutory limits on deferrals and contributions. Payment occurs as elected, either in lump sum or in installments.
Directors Stock Election Plan
In December 2007, Endo establishedThe Company maintains a directors stock election plan (the Directors Stock Election Plan).plan. The purpose of this plan is to provide non-employee directors the opportunity to have some, or all of their retainer fees, or a portion thereof, delivered in the form of Endo ordinary shares. The amount of shares will be determined by dividing the portion of cash fees elected to be received as shares by the closing price of the shares on the day the payment would have otherwise been paid in cash.

NOTE 22. SUBSEQUENT EVENTS
Astora
On February 24, 2016, the Company’s Board of Directors decided to wind down Astora business operations in order to begin bringing finality to the Company’s mesh-related product liability. The Company is now actively conducting a wind down process and working to efficiently transition physicians to alternative products. The Company will cease business operations for Astora by March 31, 2016. As a result, the Company anticipates recording a restructuring charge during the first quarter of 2016, primarily for employee terminations and other closing activities. This amount will be included in Discontinued operations, net of tax in the Consolidated Statements of Operations.


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Table of Contents

NOTE 23. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following table presents select unaudited financial data for each of the three-month periods ending March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, as well as the comparable 2016 periods (in thousands, except per share data):
Quarter EndedQuarter Ended
March 31, June 30, September 30, December 31,March 31, June 30, September 30, December 31,
(in thousands, except per share data)
2015 (1)
 
 
 
2017 (1)       
Total revenues$714,128
 $735,166
 $745,727
 $1,073,697
$1,037,600
 $875,731
 $786,887
 $768,640
Gross profit$329,862
 $296,308
 $303,268
 $263,629
$368,638
 $336,330
 $272,365
 $262,995
Income (loss) from continuing operations$150,492
 $(90,894) $(803,706) $443,709
Loss from continuing operations$(165,423) $(696,020) $(99,687) $(271,581)
Discontinued operations, net of tax$(226,210) $(159,632) $(246,782) $(562,302)$(8,405) $(700,498) $3,017
 $(96,836)
Net loss attributable to Endo International plc$(75,718) $(250,419) $(1,050,442) $(118,463)$(173,828) $(1,396,518) $(96,670) $(368,417)
Net loss per share attributable to Endo International plc ordinary shareholders—Basic:              
Continuing operations$0.89
 $(0.49) $(3.84) $1.98
$(0.74) $(3.12) $(0.45) $(1.22)
Discontinued operations(1.34) (0.86) (1.18) (2.51)(0.04) (3.14) 0.02
 (0.43)
Basic$(0.45) $(1.35) $(5.02) $(0.53)$(0.78) $(6.26) $(0.43) $(1.65)
Net loss per share attributable to Endo International plc ordinary shareholders—Diluted:              
Continuing operations$0.85
 $(0.49) $(3.84) $1.97
$(0.74) $(3.12) $(0.45) $(1.22)
Discontinued operations(1.28) (0.86) (1.18) (2.50)(0.04) (3.14) 0.02
 (0.43)
Diluted$(0.43) $(1.35) $(5.02) $(0.53)$(0.78) $(6.26) $(0.43) $(1.65)
Weighted average shares—Basic169,653
 185,328
 209,274
 224,147
223,014
 223,158
 223,299
 223,322
Weighted average shares—Diluted176,825
 185,328
 209,274
 225,321
223,014
 223,158
 223,299
 223,322
2014 (2)(3)       
2016 (2)       
Total revenues$470,842
 $592,848
 $654,116
 $662,877
$963,539
 $920,887
 $884,335
 $1,241,513
Gross profit$258,163
 $289,403
 $312,923
 $288,697
$274,834
 $288,669
 $326,863
 $484,935
(Loss) income from continuing operations$(47,401) $40,575
 $48,953
 $19,481
$(88,763) $389,812
 $(191,496) $(3,333,325)
Discontinued operations, net of tax$(385,877) $(20,189) $(301,002) $(72,724)$(45,108) $(46,216) $(27,423) $(4,531)
Net (loss) income attributable to Endo International plc$(436,912) $21,160
 $(252,084) $(53,483)$(133,869) $343,578
 $(218,919) $(3,337,856)
Net (loss) income per share attributable to Endo International plc ordinary shareholders—Basic:              
Continuing operations$(0.37) $0.27
 $0.32
 $0.13
$(0.40) $1.75
 $(0.86) $(14.96)
Discontinued operations(3.04) (0.13) (1.96) (0.48)(0.20) (0.21) (0.12) (0.02)
Basic$(3.41) $0.14
 $(1.64) $(0.35)$(0.60) $1.54
 $(0.98) $(14.98)
Net (loss) income per share attributable to Endo International plc ordinary shareholders—Diluted:              
Continuing operations$(0.37) $0.25
 $0.31
 $0.12
$(0.40) $1.75
 $(0.86) $(14.96)
Discontinued operations(3.04) (0.12) (1.90) (0.46)(0.20) (0.21) (0.12) (0.02)
Diluted$(3.41) $0.13
 $(1.59) $(0.34)$(0.60) $1.54
 $(0.98) $(14.98)
Weighted average shares—Basic128,135
 152,368
 153,309
 153,772
222,302
 222,667
 222,767
 222,870
Weighted average shares—Diluted128,135
 163,369
 158,975
 159,213
222,302
 222,863
 222,767
 222,870
__________
(1)
Income (loss)Loss from continuing operations for the year ended December 31, 20152017 was impacted by (1) acquisition-related and integration items of $34.6$10.9 million, $44.2$4.2 million, $(27.7)$16.6 million and $54.1$26.4 million during the first, second, third and fourth quarters, respectively; these costs are net of a benefitrespectively, including charges due to changes in the fair value of contingent consideration of $0.8$6.2 million, $2.5$2.0 million, $15.4 million and $80.3$26.4 million, during the first, second and third quarters, respectively and an charge of $17.9 million during the fourth quarterrespectively; (2) asset impairment charges of $7.0$204.0 million, $70.2$725.0 million, $923.6$94.9 million and $139.9$130.4 million during the first, second, third and fourth quarters, respectively; (3) inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans of $39.9 million, $48.9 million, $42.9 million and $117.7 million during the first, second, third and fourth quarters, respectively (4) certain integration costscost reductions and separation benefits incurred in connection with continued efforts to enhance the Company’s operations and other miscellaneous costs of $41.8 million, $5.8 million, $22.7 million, $24.6 million, $80.7 million and $55.2$84.5 million during the first, second, third and fourth quarters, respectively; (4) charges/(benefits) related to litigation-related and other contingent matters totaling $0.9 million, $(2.6) million, $(12.4) million and $200.0 million during the first, second, third and fourth quarters, respectively, and (5) otherloss on extinguishment of debt of $51.7 million during the second quarter. As previously reported in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, the third quarter numbers above reflect a $14.2 million correcting entry to increase asset impairment charges related to litigation-related andresulting from certain assets that should have been impaired during the second quarter.

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other contingent matters totaling $13.0 million, $6.9 million and $17.2 million during the first, second and fourth quarters, respectively (6) loss on extinguishment of debt of $1.0 million, $40.9 million and $25.6 million during the first, third and fourth quarters, respectively (7) costs associated with unused financing commitments of $11.8 million, $2.3 million and $64.3 million during the first, second and third quarters, respectively, (8) a charge of $18.9 million for an other than temporary impairment of equity investment of during the second quarter and (9) a charge of $37.6 million for the acceleration of Auxilium employee equity awards at closing during the first quarter.
(2)
(Loss) income from continuing operations for the year ended December 31, 20142016 was impacted by (1) acquisition-related and integration items of $45.3$12.6 million,, $19.6 $48.2 million,, $2.7 $19.5 million and $9.8$7.4 million during the first, second, third and fourth quarters, respectively, including charges/(benefits) of $(10.7) million, $23.9 million, $11.6 million and $(1.0) million during the first, second, third and fourth quarters, respectively; (2) asset impairment charges of $22.5$129.6 million, $40.0 million, $93.5 million and $3,518.1 million during the first, second, third and fourth quarterquarters, respectively; (3) inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans of $3.6$68.5 million, $19.1$29.1 million, $17.4$14.2 million and $25.5$13.9 million during the first, second, third and fourth quarters, respectivelyrespectively; (4) certain integration costscost reductions and separation benefits incurred in connection with continued efforts to enhance the Company’s operations and other miscellaneous costs of $(1.9)$38.5 million, $11.4$22.2 million, $7.5$9.8 million and $8.7$37.1 million during the first, second, third and fourth quarters, respectively, and (5)other charges charges/(benefits) related to litigation-related and other contingent matters totaling $4.0$5.2 million, $3.1$5.3 million, $18.3 million and $35.0$(4.8) million during the first, second, third and fourth quarters, respectively (6) a charge for an additional year of the branded prescription drug fee in accordance with U.S. Internal Revenue Service (IRS) regulations issued in the third quarter of 2014 of $25.0 million and (7) amounts related to expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code of $60.0 million, $(4.7) million and $(1.0) million during the first, second and third quarters, respectively.
(3)In the fourth quarter of 2014, the Company recorded certain measurement period adjustments reflecting changes in the preliminary estimated fair values of certain assets and liabilities acquired in connection with the Company’s various 2014 business combinations, including adjustments to intangible assets and inventory, among others. The Company considered the impact of these adjustments on the comparative financial information presented, which related primarily to intangible asset amortization expense and inventory step-up costs, and determined that the retrospective impact was not material to the Company’s Consolidated Financial Statements for any of the periods presented. Accordingly, in the fourth quarter of 2014, the Company recorded combined pre-tax charges for intangible asset amortization and inventory step-up of approximately $9.2 million which included the cumulative effect of these measurement period adjustments, a portion of which related to each of the first, second and third quarters of 2014. This amount was recorded to Cost of revenues.
Quarterly and year to dateyear-to-date computations of per share amounts are made independently, therefore, the sum of the per share amounts for the quarters may not equal the per share amounts for the year.
As further described in Note 3. Discontinued Operations and Assets and Liabilities Held for Sale, we sold our Litha business on July 3, 2017 and our Somar business on October 25, 2017. Both of these businesses were part of our International Pharmaceuticals segment. Neither business met the requirements for presentation as discontinued operations. The majority of the assets and liabilitiesoperating results of the AMS business are classified as held for sale in the Consolidated Balance Sheets for all periods presented. Depreciation and amortization expense are not recorded on assets held for sale. The operating results of this business is reported as Discontinued operations, net of tax in the Consolidated Statements of Operations for all periods presented. For additional information, see Note 3. Divestitures.Discontinued Operations and Assets and Liabilities Held for Sale.

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Exhibit Index
F-71
Exhibit
No. 
Title
2.1Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014, by and among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc. (incorporated by reference to Annex A of the prospectus on Form 424B3 filed with the Commission on December 24, 2014)
2.2Agreement and Plan of Merger by and among Generics International (US), Inc., DAVA Pharmaceuticals, Inc. and certain other parties listed therein, dated June 24, 2014 (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on June 26, 2014)
2.3Purchase Agreement, dated March 2, 2015, by and among American Medical Systems Holdings, Inc., Endo Health Solutions Inc., and Boston Scientific Corporation (incorporated by reference to Exhibit 10.239 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the Commission May 11, 2015)
2.4Agreement and Plan of Merger, dated as of May 18, by and among Par Pharmaceutical Holdings, Inc., a Delaware corporation, Endo International plc, a public limited company incorporated under the laws of Ireland, Endo Limited, a private limited company incorporated under the laws of Ireland, Endo Health Solutions Inc., a Delaware corporation, Banyuls Limited, a private limited company incorporated under the laws of Ireland, Hawk Acquisition ULC, a Bermudian unlimited liability company and Shareholder Representative Services LLC, a Colorado limited liability company, solely as the Stakeholder Representative (as defined therein) (incorporated by reference to Exhibit 2.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on May 21, 2015)
3.1Certificate of Incorporation on re-registration as a public limited company of Endo International plc (incorporated by reference to Exhibit 3.1 of the Endo International plc Current Report on Form 8-K12B, filed with the Commission on February 28, 2014)
3.2Memorandum and Articles of Association of Endo International plc (incorporated by reference to Exhibit 3.2 of the Endo International plc Current Report on Form 8-K12B, filed with the Commission on February 28, 2014)
4.1Specimen Share Certificate of Endo International plc (incorporated by reference to Exhibit 4.3 of the Endo International plc Form S-8, filed with the Commission on February 28, 2014)
4.2Indenture among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated June 8, 2011 (including Form of 7 1/4% Senior Notes due 2022 and Form of Supplemental Indenture relating to the 7 1/4% Senior Notes due 2022) (incorporated by reference to Exhibit 4.3 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on June 9, 2011)
4.3Fourth Supplemental Indenture, among Generics Bidco II, LLC, Generics International (US Holdco), Inc., Generics International (US Midco), Inc., Generics International (US Parent), Inc., Moores Mill Properties L.L.C., Quartz Specialty Pharmaceuticals, LLC and Wood Park Properties LLC, as guaranteeing subsidiaries, Endo, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated September 26, 2011, to the Indenture among Endo, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated June 8, 2011 (incorporated by reference to Exhibit 10.157 of the Endo Health Solutions Inc. Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 3, 2014)
4.4Fifth Supplemental Indenture, among Endo Health Solutions Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated as of April 17, 2014, to the Indenture among Endo Health Solutions Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, dated as of June 8, 2011, governing Endo Health Solutions Inc.’s 7 1⁄4% Senior Notes due 2022 (incorporated by reference to Exhibit 10.3 of the Endo International plc Current Report on Form 8-K, filed with the Commission on April 17, 2014)
4.5Indenture, dated December 19, 2013, between Endo Finance Co. and Wells Fargo Bank, National Association, as trustee (including Form of 5.75% Senior Notes due 2022 and Form of Supplemental Indenture relating to the 5.75% Senior Notes due 2022) (incorporated by reference to Exhibit 4.1 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on December 19, 2013)
4.6Supplemental Indenture, dated February 28, 2014, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated December 19, 2013 (incorporated by reference to Exhibit 4.1 of Endo International plc’s Current Report on Form 8-K, filed with the Commission on February 28, 2014)
4.7Supplemental Indenture, dated March 27, 2015, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated December 19, 2013 (filed herewith)



4.8Indenture, dated May 6, 2014, among Endo Finance LLC, Endo Finco Inc. the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 7.25% Senior Notes due 2022 (including Form of 7.25% Senior Notes due 2022 and Form of Supplemental Indenture relating to the 7.25% Senior Notes due 2022) (incorporated by reference to Exhibit 10.5 of the Endo International plc Current Report on Form 8-K, filed with the Commission on May 7, 2014)
4.9Supplemental Indenture, dated March 27, 2015, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated May 6, 2014 (filed herewith)
4.10Registration Rights Agreement, dated May 6, 2014, by and among Endo Finance LLC, Endo Finco Inc. the guarantors named therein and RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.25% Senior Notes due 2022 (including Form of Counterpart to the Registration Rights Agreement relating to the 7.25% Senior Notes due 2022) (incorporated by reference to Exhibit 10.9 of the Endo International plc Current Report on Form 8-K, filed with the Commission on May 7, 2014)
4.11Indenture, dated June 30, 2014, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% Senior Notes due 2023 (including Form of 5.375% Senior Notes due 2023 and Form of Supplemental Indenture relating to the 5.375% Senior Notes due 2023) (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on July 1, 2014)
4.12Supplemental Indenture, dated March 27, 2015, among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated June 30, 2014 (filed herewith)
4.13Registration Rights Agreement, dated June 30, 2014, by and among Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Citigroup Global Markets Inc. and RBC Capital Markets, LLC, relating to the 5.375% Senior Notes due 2023 (including Form of Counterpart to the Registration Rights Agreement relating to the 5.375% Senior Notes due 2023) (incorporated by reference to Exhibit 10.3 of the Endo International plc Current Report on Form 8-K, filed with the Commission on July 1, 2014)
4.14Indenture, dated January 27, 2015, among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.00% Senior Notes due 2025 (including Form of 6.00% Senior Notes due 2025 and Form of Supplemental Indenture relating to the 6.00% Senior Notes due 2025) (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on January 27, 2015)
4.15Supplemental Indenture, dated March 27, 2015, among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated January 27, 2015 (filed herewith)
4.16Registration Rights Agreement, dated January 27, 2015, by and among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025 (including Form of Counterpart to the Registration Rights Agreement relating to the 6.00% Senior Notes due 2025) (incorporated by reference to Exhibit 10.3 of the Endo International plc Current Report on Form 8-K, filed with the Commission on January 27, 2015)
4.17Indenture, dated July 9, 2015, among Endo Limited, Endo Finance LLC, Endo Finco Inc., the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.000% Senior Notes due 2023 (including Form of 6.000% Notes due 2023 and Form of Supplemental Indenture relating to the 6.000% Notes due 2023) (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on July 9, 2015)
4.18Shareholders Agreement, dated as of May 18, 2015, by and among Endo International plc and the signatories thereto (incorporated by reference to Exhibit 10.2 of the Endo International plc Current Report on Form 8-K, filed with the Commission on May 21, 2015)
4.19
Registration Rights Agreement dated April 26, 2013, by and between Auxilium Pharmaceuticals, Inc., a Delaware corporation and GTCR Fund IX/A, L.P., a Delaware limited partnership, solely in its capacity as representative for the GTCR Fund IX/B, L.P., and the Actient Holdings LLC's Unitholders and Optionholders (incorporated by reference to Exhibit 10.2 to the Auxilium Current Report on Form 8-K, filed with the Commission on April 29, 2013)

10.1

Amended and Restated Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 of the Endo Health Solutions Inc. Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 1, 2013)
10.2Amended and Restated 401(k) Restoration Plan (incorporated by reference to Exhibit 10.12 of the Endo Health Solutions Inc. Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 1, 2013)
10.3Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.13 of the Endo Health Solutions Inc. Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 1, 2013)



10.4*
Supply and Manufacturing Agreement, dated as of November 23, 1998, by and between Endo Pharmaceuticals and Teikoku Seiyaku Co., Ltd. (incorporated by reference to Exhibit 10.14 of the Endo Health Solutions Inc. Registration Statement filed with the Commission on June 9, 2000)

10.4.1*
First Amendment, dated April 24, 2007, to the Supply and Manufacturing Agreement, dated as of November 23, 1998, by and between Endo Pharmaceuticals and Teikoku Seiyaku Co., Ltd. / Teikoku Pharma USA, Inc. (incorporated by reference to Exhibit 10.14.1 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on April 30, 2007)

10.4.2*
Second Amendment, effective December 16, 2009, to the Supply and Manufacturing Agreement, dated as of November 23, 1998 and as amended as of April 24, 2007, by and between Endo Pharmaceuticals and Teikoku Seiyaku Co., Ltd. / Teikoku Pharma USA, Inc. (incorporated by reference to Exhibit 10.14.2 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on January 11, 2010)

10.4.3*
Third Amendment, effective November 1, 2010, to the Supply and Manufacturing Agreement, dated as of November 23, 1998 and as amended as of December 16, 2009, by and between Endo Pharmaceuticals and Teikoku Seiyaku Co., Ltd. / Teikoku Pharma USA, Inc. (incorporated by reference to Exhibit 10.14.3 of the Endo Health Solutions Inc. Form 10-Q for the Quarter ended September 30, 2010 filed with the Commission on November 2, 2010)

10.4.4*
Fourth Amendment, effective February 25, 2015, to the Supply and Manufacturing Agreement, dated as of November 23, 1998 and as amended as of November 1, 2010, by and between Endo Pharmaceuticals and Teikoku Seiyaku Co., Ltd. / Teikoku Pharma USA, Inc. (incorporated by reference to Exhibit 10.14.4 of the Endo International plc Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 2, 2015)

10.5*Supply Agreement, dated as of April 27, 2012, between Endo Pharmaceuticals and Noramco, Inc. (incorporated by reference to Exhibit 10.17 of the Endo Health Solutions Inc. Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2012, filed with the Commission on May 1, 2012)
10.6Executive Employment Agreement between Endo and Ivan P. Gergel, dated as of October 27, 2011 (incorporated by reference to Exhibit 10.122 of the Endo Health Solutions Inc. Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011, filed with the Commission on October 31, 2011)
10.7Executive Employment Agreement between Endo and Rajiv De Silva, dated as of February 24, 2013 and effective as of March 18, 2013 (incorporated by reference to Exhibit 10.1 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on February 25, 2013)
10.8Endo International plc Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.9 of the Endo International plc Form S-8, filed with the Commission on February 28, 2014)
10.9*
Development, License and Supply Agreement, dated as of December 18, 2007, between Endo Pharmaceuticals and Grünenthal GmbH (incorporated by reference to Exhibit 10.139 of the Endo Health Solutions Inc. Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2012 filed with the Commission on May 1, 2012)

10.9.1*
First Amendment to Development, License and Supply Agreement, dated as of December 19, 2012, between Endo Pharmaceuticals and Grünenthal GmbH (incorporated by reference to Exhibit 10.139.1 of the Endo Health Solutions Inc. Form 10-K for the year ended December 31, 2012 filed with the Commission on March 1, 2013)

10.9.2*
Second Amendment to Development, License and Supply Agreement, dated as of February 18, 2014, between Endo Pharmaceuticals and Grünenthal GmbH (incorporated by reference to Exhibit 10.139.2 of the Endo Health Solutions Inc. Form 10-K for the year ended December 31, 2013 filed with the Commission on March 3, 2014)

10.10Executive Employment Agreement between Endo Health Solutions Inc. and Suketu P. Upadhyay, dated as of September 4, 2013 and effective as of September 23, 2013 (incorporated by reference to Exhibit 10.1 of the Endo Health Solutions Inc. Current Report on Form 8-K, filed with the Commission on September 10, 2013)
10.11Executive Employment Agreement between Endo Health Solutions Inc. and Donald W. DeGolyer, dated as of May 24, 2013 and effective as of August 1, 2013 (incorporated by reference to Exhibit 10.147 of the Endo Health Solutions Inc. Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 3, 2014)
10.12Credit Agreement, dated as of February 28, 2014, among Endo Limited, Endo Management Limited, Endo Luxembourg Holding Company S.a.r.l., Endo Luxembourg Finance Company I S.a.r.l., Endo LLC (formerly known as NIMA Acquisition, LLC), the lenders from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent, collateral agent, issuing bank and swingline lender (incorporated by reference to Exhibit 4.3 of the Endo International plc Current Report on Form 8-K, filed with the Commission on February 28, 2014)
10.13Amendment No. 1 to Credit Agreement, dated as of June 12, 2015, by and among Endo Luxembourg Finance Company I S.à.r.l and Endo LLC, as borrowers, the subsidiary guarantors party thereto, the lenders and other financial institutions party thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on June 15, 2015)



10.14Incremental Amendment, dated as of September 25, 2015, by and among Endo Designated Activity Company, Endo Management Limited, Endo Luxembourg Holding Company S.à r.l., Endo Luxembourg Finance Company I S.à.r.l., as borrower, Endo LLC, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, with the Commission on September 28, 2015)
10.15Executive Employment Agreement between Endo Health Solutions Inc., a wholly-owned subsidiary of Endo International plc, and Susan Hall, dated as of March 6, 2014 and effective March 10, 2014 (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on March 13, 2014)
10.15.1First Amendment to Executive Employment Agreement between Endo Health Solutions Inc., a wholly-owned subsidiary of Endo International plc, and Susan Hall, dated as of April 21, 2014 and effective April 22, 2014 (incorporated by reference to Exhibit 10.162.1 of the Endo International plc Quarterly Report on Form 10-Q for the Quarter ended March 31, 2014, filed with the Commission on May 9, 2014)
10.16Retention Agreement, dated as of January 8, 2015, between Endo Health Solutions Inc. and Caroline B. Manogue (incorporated by reference to Exhibit 10.207 of the Endo International plc Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 2, 2015)
10.17Executive Employment Agreement by and between American Medical Systems, Inc. and Camille Farhat, effective as of July 17, 2012 (incorporated by reference to Exhibit 10.208 of the Endo International plc Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 2, 2015)
10.18*Second Amended and Restated Development and License Agreement, dated August 31, 2011, by and between BioSpecifics Technologies Corp. and Auxilium (incorporated by reference to Exhibit 10.1 to the Auxilium Current Report on Form 8-K, filed with the Commission on September 1, 2011)
10.18.1*First Amendment to Second Amended and Restated Development and License Agreement, dated February 1, 2016, by and between BioSpecifics Technologies Corp. and Endo Global Ventures (filed herewith)
10.19*Supply Agreement, dated June 26, 2008, between Auxilium and Hollister-Stier Laboratories LLC (incorporated by reference to Exhibit 10.1 to the Auxilium Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the Commission on August 8, 2008)
10.20Executive Employment Agreement between Endo Health Solutions Inc. and Matthew J. Maletta, effective as of April 28, 2015 (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on April 30, 2015)
10.21Endo International plc 2015 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 of the Endo International plc Registration Statement on Form S-8, filed with the Commission on June 15, 2015)
10.22Form of Stock Option Agreement to Optionee under the Endo International plc 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.273 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Commission August 10, 2015)
10.23Form of Stock Award Agreement to Participant under the Endo International plc 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.274 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Commission August 10, 2015)
10.24Form of Performance Award Agreement to Participant under the Endo International plc 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.275 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Commission August 10, 2015)
10.25Form of Matched Performance Award Agreement to Participant under the Endo International plc 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.276 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Commission August 10, 2015)
10.26Executive Employment Agreement between Endo Health Solutions, Inc. and Paul V. Campanelli, effective as of September 25, 2015 (incorporated by reference to Exhibit 10.310 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission November 9, 2015)
10.27License and Supply Agreement by and by and among Novartis, AG, Novartis Consumer Health, Inc. and Endo Pharmaceuticals dated as of March 4, 2008 (incorporated by reference to Exhibit 10.31 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission November 9, 2015)
10.27.1Amendment No. 1 to the License and Supply Agreement by and by and among Novartis, AG, Novartis Consumer Health, Inc. and Endo Pharmaceuticals dated as of March 28, 2008 (incorporated by reference to Exhibit 10.31.1 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission November 9, 2015)



10.27.2Amendment No. 2 to License and Supply Agreement, by and among Novartis AG, Novartis Consumer Health, Inc. and Endo Pharmaceuticals dated as of December 31, 2012 (incorporated by reference to Exhibit 10.31.2 of the Endo International plc Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission November 9, 2015)
10.28*Amended and Restated License and Supply Agreement by and among Novartis, AG, Sandoz Inc. and Endo Ventures Limited dated as of December 11, 2015 (filed herewith)
10.29*License and Commercialization Agreement, dated October 10, 2013, by and between VIVUS, Inc. and Auxilium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.14 to the Auxilium Annual Report on Form 10-K, filed with the Commission on February 28, 2014)
10.30*Commercial Supply Agreement, dated October 10, 2013, by and between VIVUS, Inc. and Auxilium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.15 to the Auxilium Annual Report on Form 10-K, filed with the Commission on February 28, 2014)
10.31Notice of Termination, effective as of June 30, 2016, of (i) the License and Commercialization Agreement by and between Auxilium and VIVUS and (ii) the Commercial Supply Agreement, by and between Endo Ventures (by assignment from Auxilium) and VIVUS (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on December 30, 2015)
10.32Form of Indemnification Agreement (filed herewith)
10.33Executive Employment Agreement between Endo Health Solutions, Inc. and Rajiv De Silva, effective as of March 18, 2016 (filed herewith)
16.1
Letter Regarding Change in Certifying Accountant, dated June 13, 2014 (incorporated by reference to Exhibit 16.1 of the Endo International plc Current Report on Form 8-K, filed with the Commission on June 13, 2014)

21Subsidiaries of the Registrant
23.1Consent of PricewaterhouseCoopers LLP
23.2Consent of Deloitte & Touche LLP
24Power of Attorney
31.1Certification of the President and Chief Executive Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of the Chief Financial Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of the President and Chief Executive Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of the Chief Financial Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following materials from Endo International plc’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements
*Confidential portions of this exhibit (indicated by asterisks) have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended