Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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:

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Number of shares of Allergan plc’s Ordinary Shares outstanding on ~~October 26, 2018: 337,285,952.~~November 1, 2019: 328,277,336. There is no0 trading market for securities of Warner Chilcott Limited, all of which are indirectly wholly owned by Allergan plc.

This Quarterly Report on Form 10-Q is a combined report being filed separately by two different registrants: Allergan plc and Warner Chilcott Limited. Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc. The information in this Quarterly Report on Form 10-Q is equally applicable to Allergan plc and Warner Chilcott Limited, except where otherwise indicated. Warner Chilcott Limited meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and, to the extent applicable, is therefore filing this form with a reduced disclosure format.

	September 30,		December 31,		September 30,		December 31,
	2018		2017		2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	1,187.9	$	1,817.2	$	1,237.5	$	880.4
Marketable securities		22.0		4,632.1		3,318.4		1,026.9
Accounts receivable, net		2,826.9		2,899.0		3,012.3		2,868.1
Inventories		894.6		904.5		1,083.1		846.9
Current assets held for sale		7.3		-		-		34.0
Prepaid expenses and other current assets		801.5		1,123.9		942.3		819.1
Total current assets		5,740.2		11,376.7		9,593.6		6,475.4
Property, plant and equipment, net		1,756.6		1,785.4		1,857.0		1,787.0
Right of use asset - operating leases						478.2		-
Investments and other assets		302.8		267.9		367.9		1,970.6
Non current assets held for sale		169.7		81.6		32.5		882.2
Deferred tax assets		989.4		319.1		487.4		1,063.7
Product rights and other intangibles		48,127.4		54,648.3		39,526.8		43,695.4
Goodwill		49,456.4		49,862.9		42,065.5		45,913.3
Total assets	$	106,542.5	$	118,341.9	$	94,408.9	$	101,787.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	4,695.6	$	5,541.4	$	5,692.2	$	4,787.2
Income taxes payable		184.7		74.9		88.9		72.4
Current portion of long-term debt and capital leases		1,351.6		4,231.8
Current portion of long-term debt						3,739.2		868.3
Current portion of lease liability - operating						118.4		-
Total current liabilities		6,231.9		9,848.1		9,638.7		5,727.9
Long-term debt and capital leases		22,231.8		25,843.5
Long-term debt						18,786.0		22,929.4
Lease liability - operating						437.4		-
Other long-term liabilities		752.1		886.9		810.9		882.0
Other taxes payable		1,580.5		1,573.9		1,718.4		1,615.5
Deferred tax liabilities		5,225.3		6,352.4		4,519.3		5,501.8
Total liabilities		36,021.6		44,504.8		35,910.7		36,656.6
Commitments and contingencies (Refer to Note 19)
Commitments and contingencies (Refer to Note 21)
Equity:
Preferred shares, $0.0001 par value per share, zero and 5.1 million shares authorized, issued and outstanding, respectively	$	-	$	4,929.7
Ordinary shares; $0.0001 par value per share; 1,000.0 million shares authorized, 337.2 million and 330.2 million shares issued and outstanding, respectively		-		-
Ordinary shares; $0.0001 par value per share; 1,000.0 million shares authorized, 328.1 million and 332.6 million shares issued and outstanding, respectively					$	-	$	-
Additional paid-in capital		57,203.0		54,013.5		55,882.4		56,510.0
Retained earnings		11,800.6		12,957.2		1,551.7		7,258.9
Accumulated other comprehensive income		1,504.2		1,920.7		1,041.1		1,345.2
Total shareholders’ equity		70,507.8		73,821.1		58,475.2		65,114.1
Noncontrolling interest		13.1		16.0		23.0		16.9
Total equity		70,520.9		73,837.1		58,498.2		65,131.0
Total liabilities and equity	$	106,542.5	$	118,341.9	$	94,408.9	$	101,787.6

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net revenues	$	4,050.7		$	3,911.4		$	11,737.9		$	11,707.7
Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		639.0			596.8			1,789.1			1,601.4
Research and development		474.5			424.2			1,359.5			1,588.1
Selling and marketing		901.4			755.6			2,578.7			2,409.0
General and administrative		1,092.7			289.2			1,725.2			919.2
Amortization		1,537.7			1,588.5			4,339.1			4,983.2
Goodwill impairments		-			-			3,552.8			-
In-process research and development impairments		-			-			436.0			798.0
Asset sales and impairments, net		2.0			(0.4	)		126.2			272.3
Total operating expenses		4,647.3			3,653.9			15,906.6			12,571.2
Operating (loss) / income		(596.6	)		257.5			(4,168.7	)		(863.5	)

Interest income		20.5			10.0			51.5			33.6
Interest (expense)		(193.9	)		(220.4	)		(591.1	)		(701.0	)
Other income, net		2.5			130.0			11.6			266.6
Total other (expense), net		(170.9	)		(80.4	)		(528.0	)		(400.8	)
(Loss) / income before income taxes and noncontrolling interest		(767.5	)		177.1			(4,696.7	)		(1,264.3	)
Provision (benefit) for income taxes		18.1			213.4			251.1			(474.0	)
Net (loss)		(785.6	)		(36.3	)		(4,947.8	)		(790.3	)
(Income) attributable to noncontrolling interest		(1.2	)		(1.6	)		(6.0	)		(6.2	)
Net (loss) attributable to shareholders		(786.8	)		(37.9	)		(4,953.8	)		(796.5	)
Dividends on preferred shares		-			-			-			46.4
Net (loss) attributable to ordinary shareholders	$	(786.8	)	$	(37.9	)	$	(4,953.8	)	$	(842.9	)

(Loss) per share attributable to ordinary shareholders
Basic	$	(2.40	)	$	(0.11	)	$	(15.04	)	$	(2.50	)
Diluted	$	(2.40	)	$	(0.11	)	$	(15.04	)	$	(2.50	)

Weighted average shares outstanding:
Basic		328.0			339.0			329.3			337.6
Diluted		328.0			339.0			329.3			337.6

Three Months Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

Net revenues

$
3,911.4

$
4,034.3

$
11,707.7

$
11,614.6

Operating expenses:

Cost of sales (excludes amortization and impairment
   of acquired intangibles including product rights)

596.8

586.5

1,601.4

1,587.1

Research and development

424.2

442.6

1,588.1

1,691.9

Selling and marketing

755.6

832.8

2,409.0

2,637.1

General and administrative

289.2

336.9

919.2

1,112.8

Amortization

1,588.5

1,781.0

4,983.2

5,274.9

In-process research and development impairments

-

202.0

798.0

1,245.3

Asset sales and impairments, net

(0.4
)

3,874.8

272.3

3,896.2

Total operating expenses

3,653.9

8,056.6

12,571.2

17,445.3

Operating income / (loss)

257.5

(4,022.3
)

(863.5
)

(5,830.7
)

Interest income

10.0

11.1

33.6

53.0

Interest (expense)

(220.4
)

(265.2
)

(701.0
)

(832.3
)
Other income / (expense), net

130.0

(1,310.3
)

266.6

(3,366.6
)
Total other (expense), net

(80.4
)

(1,564.4
)

(400.8
)

(4,145.9
)
Income / (loss) before income taxes and noncontrolling
   interest

177.1

(5,586.7
)

(1,264.3
)

(9,976.6
)
Provision / (benefit) for income taxes

213.4

(1,638.8
)

(474.0
)

(2,752.1
)
Net (loss) from continuing operations, net of tax

(36.3
)

(3,947.9
)

(790.3
)

(7,224.5
)
(Loss) from discontinued operations, net of tax

-

(6.1
)

-

(17.6
)
Net (loss)

(36.3
)

(3,954.0
)

(790.3
)

(7,242.1
)
(Income) attributable to noncontrolling interest

(1.6
)

(1.7
)

(6.2
)

(4.7
)
Net (loss) attributable to shareholders

(37.9
)

(3,955.7
)

(796.5
)

(7,246.8
)
Dividends on preferred shares

-

69.6

46.4

208.8

Net (loss) attributable to ordinary shareholders

$
(37.9
)

$
(4,025.3
)

$
(842.9
)

$
(7,455.6
)

(Loss) per share attributable to ordinary shareholders - basic:

Continuing operations

$
(0.11
)

$
(12.05
)

$
(2.50
)

$
(22.23
)
Discontinued operations

-

(0.02
)

-

(0.05
)
Net (loss) per share - basic

$
(0.11
)

$
(12.07
)

$
(2.50
)

$
(22.28
)
(Loss) per share attributable to ordinary shareholders -
   diluted:

Continuing operations

$
(0.11
)

$
(12.05
)

$
(2.50
)

$
(22.23
)
Discontinued operations

-

(0.02
)

-

(0.05
)
Net (loss) per share - diluted

$
(0.11
)

$
(12.07
)

$
(2.50
)

$
(22.28
)

Dividends per ordinary share

$
0.72

$
0.70

$
2.16

$
2.10

Weighted average shares outstanding:

Basic

339.0

333.5

337.6

334.6

Diluted

339.0

333.5

337.6

334.6

	Nine Months Ended September 30,
	2019			2018
Cash Flows From Operating Activities:
Net (loss)	$	(4,947.8	)	$	(790.3	)
Reconciliation to net cash provided by operating activities:
Depreciation		150.6			149.7
Amortization		4,339.1			4,983.2
Provision for inventory reserve		127.8			74.9
Share-based compensation		161.7			185.2
Deferred income tax benefit		(365.3	)		(1,362.8	)
Goodwill impairments		3,552.8			-
In-process research and development impairments		436.0			798.0
Loss on asset sales and impairments, net		126.2			272.3
Gain on sale of Teva securities, net		-			(60.9	)
Gain on sale of businesses		-			(182.6	)
Non-cash extinguishment of debt		0.2			17.4
Cash charge related to extinguishment of debt		-			(18.2	)
Amortization of deferred financing costs		13.3			17.4
Non-cash lease expense		93.5			-
Contingent consideration adjustments, including accretion		49.5			(113.1	)
Other, net		(2.3	)		0.5
Changes in assets and liabilities (net of effects of acquisitions):
Decrease / (increase) in accounts receivable, net		(184.6	)		17.0
Decrease / (increase) in inventories		(328.9	)		(136.2	)
Decrease / (increase) in prepaid expenses and other current assets		(36.2	)		(5.4	)
Increase / (decrease) in accounts payable and accrued expenses		874.9			(46.1	)
Increase / (decrease) in income and other net taxes payable		1,638.7			415.5
Increase / (decrease) in other assets and liabilities		(130.8	)		(74.0	)
Net cash provided by operating activities		5,568.4			4,141.5
Cash Flows From Investing Activities:
Additions to property, plant and equipment		(253.3	)		(165.1	)
Additions to product rights and other intangibles		(46.0	)		-
Additions to investments		(3,738.0	)		(1,456.4	)
Proceeds from sale of investments and other assets		1,466.7			6,201.3
Payments to settle Teva related matters		-			(466.0	)
Proceeds from sales of property, plant and equipment		18.5			24.6
Acquisitions of businesses, net of cash acquired		(80.6	)		-
Net cash (used in) / provided by investing activities		(2,632.7	)		4,138.4
Cash Flows From Financing Activities:
Proceeds from borrowings of long-term indebtedness, including credit facility		3.3			717.2
Payments on debt, including finance lease obligations and credit facility		(1,044.9	)		(7,115.9	)
Payments of contingent consideration and other financing		(6.3	)		(21.7	)
Proceeds from stock plans		45.0			98.2
Proceeds from forward sale of Teva securities		-			465.5
Payments to settle Teva related matters		-			(234.0	)
Repurchase of ordinary shares		(834.3	)		(2,023.5	)
Dividends paid		(731.4	)		(808.1	)
Net cash (used in) financing activities		(2,568.6	)		(8,922.3	)
Effect of currency exchange rate changes on cash and cash equivalents		(10.0	)		13.1
Net increase / (decrease) in cash and cash equivalents		357.1			(629.3	)
Cash and cash equivalents at beginning of period		880.4			1,817.2
Cash and cash equivalents at end of period	$	1,237.5		$	1,187.9
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Income taxes other, net of refunds	$	(1,019.8	)	$	510.1
Interest	$	642.2		$	817.6
Schedule of Non-Cash Investing and Financing Activities:
Conversion of mandatory convertible preferred shares	$	-		$	4,929.7
Settlement of Teva Shares	$	-		$	465.5
Settlement of secured financing	$	-		$	(465.5	)
Dividends accrued	$	1.1		$	1.4

															Retained			Accumulated
												Additional			Earnings/			Other
	Ordinary Shares					Preferred Shares						Paid-in-			(Accumulated			Comprehensive			Noncontrolling
	Shares			Amount		Shares			Amount			Capital			Deficit)			Income / (Loss)			Interest			Total
BALANCE, December 31, 2017		330.2		$	-		5.1		$	4,929.7		$	54,013.5		$	12,957.2		$	1,920.7		$	16.0		$	73,837.1
Implementation of new accounting pronouncements		-			-		-			-			-			424.7			(63.0	)		-			361.7
BALANCE, January 1, 2018		330.2		$	-		5.1		$	4,929.7		$	54,013.5		$	13,381.9		$	1,857.7		$	16.0		$	74,198.8
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(286.1	)		-			-			(286.1	)
Other comprehensive income, net of tax		-			-		-			-			-			-			183.8			-			183.8
Share-based compensation		-			-		-			-			72.5			-			-			-			72.5
Ordinary shares issued under employee stock plans		0.7			-		-			-			35.5			-			-			-			35.5
Dividends declared		-			-		-			-			-			(296.3	)		-			-			(296.3	)
Conversion of Mandatory Preferred Shares		17.8			-		(5.1	)		(4,929.7	)		4,929.7			-			-			-			-
Repurchase of ordinary shares under the share repurchase programs		(9.6	)		-		-			-			(1,540.0	)		-			-			-			(1,540.0	)
Repurchase of ordinary shares		(0.1	)		-		-			-			(24.3	)		-			-			-			(24.3	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			2.1			2.1
BALANCE, March 31, 2018		339.0		$	-		-		$	-		$	57,486.9		$	12,799.5		$	2,041.5		$	18.1		$	72,346.0
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(472.5	)		-			-			(472.5	)
Other comprehensive (loss), net of tax		-			-		-			-			-			-			(448.6	)		-			(448.6	)
Share-based compensation		-			-		-			-			54.9			-			-			-			54.9
Ordinary shares issued under employee stock plans		0.3			-		-			-			33.7			-			-			-			33.7
Dividends declared		-			-		-			-			-			(244.1	)		-			-			(244.1	)
Repurchase of ordinary shares		-			-		-			-			(7.8	)		-			-			-			(7.8	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			2.4			2.4
BALANCE, June 30, 2018		339.3		$	-		-		$	-		$	57,567.7		$	12,082.9		$	1,592.9		$	20.5		$	71,264.0
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(37.9	)		-			-			(37.9	)
Other comprehensive (loss), net of tax		-			-		-			-			-			-			(88.7	)		-			(88.7	)
Share-based compensation		-			-		-			-			57.8			-			-			-			57.8
Ordinary shares issued under employee stock plans		0.3			-		-			-			29.0			-			-			-			29.0
Dividends declared		-			-		-			-			-			(244.4	)		-			-			(244.4	)
Repurchase of ordinary shares under the share repurchase programs		(2.4	)		-		-			-			(450.1	)		-			-			-			(450.1	)
Repurchase of ordinary shares		-			-		-			-			(1.4	)		-			-			-			(1.4	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			(7.4	)		(7.4	)
BALANCE, September 30, 2018		337.2		$	-		-		$	-		$	57,203.0		$	11,800.6		$	1,504.2		$	13.1		$	70,520.9

BALANCE, December 31, 2018		332.6		$	-		-		$	-		$	56,510.0		$	7,258.9		$	1,345.2		$	16.9		$	65,131.0
Implementation of new accounting pronouncement		-			-		-			-			-			(22.0	)		-			-			(22.0	)
BALANCE, January 1, 2019		332.6		$	-		-		$	-		$	56,510.0		$	7,236.9		$	1,345.2		$	16.9		$	65,109.0
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(2,408.0	)		-			-			(2,408.0	)
Other comprehensive (loss), net of tax		-			-		-			-			-			-			(128.8	)		-			(128.8	)
Share-based compensation		-			-		-			-			52.3			-			-			-			52.3
Ordinary shares issued under employee stock plans		0.7			-		-			-			9.7			-			-			-			9.7
Dividends declared		-			-		-			-			-			(246.1	)		-			-			(246.1	)
Repurchase of ordinary shares under the share repurchase programs		(5.3	)		-		-			-			(799.7	)		-			-			-			(799.7	)
Repurchase of ordinary shares		(0.2	)		-		-			-			(29.5	)		-			-			-			(29.5	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			0.7			0.7
BALANCE, March 31, 2019		327.8		$	-		-		$	-		$	55,742.8		$	4,582.8		$	1,216.4		$	17.6		$	61,559.6
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(1,759.0	)		-			-			(1,759.0	)
Other comprehensive income, net of tax		-			-		-			-			-			-			65.3			-			65.3
Share-based compensation		-			-		-			-			59.5			-			-			-			59.5
Ordinary shares issued under employee stock plans		0.1			-		-			-			13.9			-			-			-			13.9
Dividends declared		-			-		-			-			-			(242.7	)		-			-			(242.7	)
Repurchase of ordinary shares		-			-		-			-			(4.3	)		-			-			-			(4.3	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			3.8			3.8
BALANCE, June 30, 2019		327.9		$	-		-		$	-		$	55,811.9		$	2,581.1		$	1,281.7		$	21.4		$	59,696.1
Comprehensive (loss):
Net (loss) attributable to shareholders		-			-		-			-			-			(786.8	)		-			-			(786.8	)
Other comprehensive (loss), net of tax		-			-		-			-			-			-			(240.6	)		-			(240.6	)
Share-based compensation		-			-		-			-			49.9			-			-			-			49.9
Ordinary shares issued under employee stock plans		0.2			-		-			-			21.4			-			-			-			21.4
Dividends declared		-			-		-			-			-			(242.6	)		-			-			(242.6	)
Repurchase of ordinary shares		-			-		-			-			(0.8	)		-			-			-			(0.8	)
Movement in noncontrolling interest		-			-		-			-			-			-			-			1.6			1.6
BALANCE, September 30, 2019		328.1		$	-		-		$	-		$	55,882.4		$	1,551.7		$	1,041.1		$	23.0		$	58,498.2

Three Months Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

Net (loss)

$
(36.3
)

$
(3,954.0
)

$
(790.3
)

$
(7,242.1
)
Other comprehensive (loss) / income

Foreign currency translation (losses) / gains

(87.3
)

280.8

(352.1
)

1,141.2

Net impact of other-than-temporary loss on investment
   in Teva securities

-

(207.7
)

-

1,599.4

Unrealized (losses) / gains, net of tax

(1.4
)

13.1

(1.4
)

9.0

Impact of ASU No. 2016-01, net of tax

-

-

(63.0
)

-

Total other comprehensive (loss) / income, net of tax

(88.7
)

86.2

(416.5
)

2,749.6

Comprehensive (loss)

(125.0
)

(3,867.8
)

(1,206.8
)

(4,492.5
)
Comprehensive (income) attributable to noncontrolling
   interest

(1.6
)

(1.7
)

(6.2
)

(4.7
)
Comprehensive (loss) attributable to ordinary
   shareholders

$
(126.6
)

$
(3,869.5
)

$
(1,213.0
)

$
(4,497.2
)

	September 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	1,230.3		$	878.6
Marketable securities		3,318.4			1,026.9
Accounts receivable, net		3,012.3			2,868.1
Receivables from Parents		286.5			640.9
Inventories		1,083.1			846.9
Current assets held for sale		-			34.0
Prepaid expenses and other current assets		940.7			818.7
Total current assets		9,871.3			7,114.1
Property, plant and equipment, net		1,857.0			1,787.0
Right of use asset - operating leases		478.2			-
Investments and other assets		367.9			1,970.6
Non current assets held for sale		32.5			882.2
Deferred tax assets		487.4			1,063.7
Product rights and other intangibles		39,526.8			43,695.4
Goodwill		42,065.5			45,913.3
Total assets	$	94,686.6		$	102,426.3
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	5,690.6		$	4,787.4
Payables to Parents		2,581.6			2,829.2
Income taxes payable		88.9			72.4
Current portion of long-term debt		3,739.2			868.3
Current portion of lease liability - operating		118.4			-
Total current liabilities		12,218.7			8,557.3
Long-term debt		18,786.0			22,929.4
Lease liability - operating		437.4			-
Other long-term liabilities		810.9			882.0
Other taxes payable		1,713.4			1,615.5
Deferred tax liabilities		4,519.3			5,501.8
Total liabilities		38,485.7			39,486.0
Commitments and contingencies (Refer to Note 21)
Equity:
Members' capital		64,266.7			65,797.9
Retained earnings		(9,129.9	)		(4,219.7	)
Accumulated other comprehensive income		1,041.1			1,345.2
Total members’ equity		56,177.9			62,923.4
Noncontrolling interest		23.0			16.9
Total equity		56,200.9			62,940.3
Total liabilities and equity	$	94,686.6		$	102,426.3

Nine Months Ended September 30,

2018

2017

Cash Flows From Operating Activities:

Net (loss)

$
(790.3
)

$
(7,242.1
)
Reconciliation to net cash provided by operating activities:

Depreciation

149.7

123.2

Amortization

4,983.2

5,274.9

Provision for inventory reserve

74.9

77.3

Share-based compensation

185.2

220.8

Deferred income tax benefit

(1,362.8
)

(3,205.3
)
In-process research and development impairments

798.0

1,245.3

Loss on asset sales and impairments, net

272.3

3,896.2

Net income impact of other-than-temporary loss on investment in Teva securities

-

3,273.5

Gain on sale of Teva securities, net

(60.9
)

-

Amortization of inventory step-up

-

126.2

Gain on sale of business

(182.6
)

-

Non-cash extinguishment of debt

17.4

(8.2
)
Cash (discount) / charge related to extinguishment of debt

(18.2
)

170.5

Amortization of deferred financing costs

17.4

19.6

Contingent consideration adjustments, including accretion

(113.1
)

(51.6
)
Other, net

0.5

(18.2
)
Changes in assets and liabilities (net of effects of acquisitions):

Decrease / (increase) in accounts receivable, net

17.0

(138.5
)
Decrease / (increase) in inventories

(136.2
)

(107.7
)
Decrease / (increase) in prepaid expenses and other current assets

(5.4
)

45.8

Increase / (decrease) in accounts payable and accrued expenses

(46.1
)

(356.3
)
Increase / (decrease) in income and other taxes payable

415.5

646.1

Increase / (decrease) in other assets and liabilities

(74.0
)

4.0

Net cash provided by operating activities

4,141.5

3,995.5

Cash Flows From Investing Activities:

Additions to property, plant and equipment

(165.1
)

(234.0
)
Additions to product rights and other intangibles

-

(604.3
)
Additions to investments

(1,456.4
)

(8,433.8
)
Proceeds from sale of investments and other assets

6,201.3

14,474.4

Payments to settle Teva related matters

(466.0
)

-

Proceeds from sales of property, plant and equipment

24.6

5.8

Acquisitions of businesses, net of cash acquired

-

(5,290.4
)
Net cash provided by / (used in) investing activities

4,138.4

(82.3
)
Cash Flows From Financing Activities:

Proceeds from borrowings of long-term indebtedness, including credit facility

717.2

3,025.0

Proceeds from forward sale of Teva securities

465.5

-

Debt issuance and other financing costs

-

(17.5
)
Payments on debt, including capital lease obligations and credit facility

(7,115.9
)

(5,579.2
)
Cash charge related to extinguishment of debt

-

(170.5
)
Proceeds from stock plans

98.2

167.2

Payments of contingent consideration and other financing

(21.7
)

(515.2
)
Payments to settle Teva related matters

(234.0
)

-

Repurchase of ordinary shares

(2,023.5
)

(36.4
)
Dividends paid

(808.1
)

(917.0
)
Net cash (used in) financing activities

(8,922.3
)

(4,043.6
)
Effect of currency exchange rate changes on cash and cash equivalents

13.1

19.1

Net (decrease) in cash and cash equivalents

(629.3
)

(111.3
)
Cash and cash equivalents at beginning of period

1,817.2

1,724.0

Cash and cash equivalents at end of period

$
1,187.9

$
1,612.7

Supplemental Disclosures of Cash Flow Information

Cash paid during the year for:

Income taxes other, net of refunds

$
510.1

$
(173.6
)
Interest

$
817.6

$
988.8

Schedule of Non-Cash Investing and Financing Activities:

Conversion of mandatory convertible preferred shares

$
4,929.7

$
-

Settlement of Teva Shares

$
465.5

$
-

Settlement of secured financing

$
(465.5
)

$
-

Non-cash equity issuance for the acquisition of Zeltiq net assets

$
-

$
8.5

Deferred consideration for the acquisition of Zeltiq

$
-

$
13.5

Dividends accrued

$
1.4

$
24.6

September 30,

December 31,

2018

2017

ASSETS

Current assets:

Cash and cash equivalents

$
1,185.9

$
1,816.3

Marketable securities

22.0

4,632.1

Accounts receivable, net

2,826.7

2,899.0

Receivables from Parents

795.7

5,797.4

Inventories

894.6

904.5

Current assets held for sale

7.3

Prepaid expenses and other current assets

800.6

1,123.0

Total current assets

6,532.8

17,172.3

Property, plant and equipment, net

1,756.6

1,785.4

Investments and other assets

302.8

267.9

Non current receivables from Parents

9,046.8

3,964.0

Non current assets held for sale

169.7

81.6

Deferred tax assets

989.4

316.0

Product rights and other intangibles

48,127.4

54,648.3

Goodwill

49,456.4

49,862.9

Total assets

$
116,381.9

$
128,098.4

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued expenses

$
4,693.2

$
5,515.6

Payables to Parents

2,430.2

2,340.6

Income taxes payable

185.6

74.9

Current portion of long-term debt and capital leases

1,351.6

4,231.8

Total current liabilities

8,660.6

12,162.9

Long-term debt and capital leases

22,231.8

25,843.5

Other long-term liabilities

752.1

886.9

Other taxes payable

1,575.1

1,573.5

Deferred tax liabilities

5,225.4

6,349.4

Total liabilities

38,445.0

46,816.2

Commitments and contingencies (Refer to Note 19)

Equity:

Members' capital

72,935.1

72,935.1

Retained earnings

3,484.5

6,410.4

Accumulated other comprehensive income

1,504.2

1,920.7

Total members’ equity

77,923.8

81,266.2

Noncontrolling interest

13.1

16.0

Total equity

77,936.9

81,282.2

Total liabilities and equity

$
116,381.9

$
128,098.4

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net revenues	$	4,050.7		$	3,911.4		$	11,737.9		$	11,707.7
Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		639.0			596.8			1,789.1			1,601.4
Research and development		474.5			424.2			1,359.5			1,588.1
Selling and marketing		901.4			755.6			2,578.7			2,409.0
General and administrative		1,037.1			272.4			1,659.6			866.0
Amortization		1,537.7			1,588.5			4,339.1			4,983.2
Goodwill impairments		-			-			3,552.8			-
In-process research and development impairments		-			-			436.0			798.0
Asset sales and impairments, net		2.0			(0.4	)		126.2			272.3
Total operating expenses		4,591.7			3,637.1			15,841.0			12,518.0
Operating (loss) / income		(541.0	)		274.3			(4,103.1	)		(810.3	)

Interest income		20.5			77.3			51.5			219.4
Interest (expense)		(193.9	)		(220.4	)		(591.1	)		(701.0	)
Other income, net		2.5			130.0			11.6			266.6
Total other (expense), net		(170.9	)		(13.1	)		(528.0	)		(215.0	)
(Loss) / income before income taxes and noncontrolling interest		(711.9	)		261.2			(4,631.1	)		(1,025.3	)
Provision / (benefit) for income taxes		18.2			208.3			251.1			(479.1	)
Net (loss) / income		(730.1	)		52.9			(4,882.2	)		(546.2	)
(Income) attributable to noncontrolling interest		(1.2	)		(1.6	)		(6.0	)		(6.2	)
Net (loss) / income attributable to members	$	(731.3	)	$	51.3		$	(4,888.2	)	$	(552.4	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net (loss) / income	$	(730.1	)	$	52.9		$	(4,882.2	)	$	(546.2	)
Other comprehensive (loss) / income
Foreign currency translation (losses)		(241.3	)		(87.3	)		(302.6	)		(352.1	)
Unrealized gains / (losses), net of tax		0.7			(1.4	)		(1.5	)		(1.4	)
Total other comprehensive (loss), net of tax		(240.6	)		(88.7	)		(304.1	)		(353.5	)
Comprehensive (loss)		(970.7	)		(35.8	)		(5,186.3	)		(899.7	)
Comprehensive (income) attributable to noncontrolling interest		(1.2	)		(1.6	)		(6.0	)		(6.2	)
Comprehensive (loss) attributable to members	$	(971.9	)	$	(37.4	)	$	(5,192.3	)	$	(905.9	)

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2019			2018
Cash Flows From Operating Activities:
Net (loss)	$	(546.2	)	$	(7,095.0	)	$	(4,882.2	)	$	(546.2	)
Reconciliation to net cash provided by operating activities:
Depreciation		149.7			123.2			150.6			149.7
Amortization		4,983.2			5,274.9			4,339.1			4,983.2
Provision for inventory reserve		74.9			77.3			127.8			74.9
Share-based compensation		185.2			220.8			161.7			185.2
Deferred income tax benefit		(1,362.8	)		(3,205.3	)		(365.3	)		(1,362.8	)
Goodwill impairments								3,552.8			-
In-process research and development impairments		798.0			1,245.3			436.0			798.0
Loss on asset sales and impairments, net		272.3			3,896.2			126.2			272.3
Net income impact of other-than-temporary loss on investment in Teva securities		-			3,273.5
Gain on sale of Teva securities, net		(60.9	)		-			-			(60.9	)
Amortization of inventory step up		-			126.2
Gain on sale of business		(182.6	)		-
Gain on sale of businesses								-			(182.6	)
Non-cash extinguishment of debt		17.4			(8.2	)		0.2			17.4
Cash (discount) / charge related to extinguishment of debt		(18.2	)		170.5
Cash charge related to extinguishment of debt								-			(18.2	)
Amortization of deferred financing costs		17.4			19.6			13.3			17.4
Non-cash lease expense								93.5			-
Contingent consideration adjustments, including accretion		(113.1	)		(51.6	)		49.5			(113.1	)
Other, net		0.5			(18.2	)		(2.3	)		0.5
Changes in assets and liabilities (net of effects of acquisitions):
Decrease / (increase) in accounts receivable, net		17.0			(138.5	)		(184.6	)		17.0
Decrease / (increase) in inventories		(136.2	)		(107.7	)		(328.9	)		(136.2	)
Decrease / (increase) in prepaid expenses and other current assets		(4.5	)		47.4			(35.0	)		(4.5	)
Increase / (decrease) in accounts payable and accrued expenses		(43.7	)		(330.7	)		876.7			(43.7	)
Increase / (decrease) in income and other taxes payable		415.5			646.1
Increase / (decrease) in income and other net taxes payable								1,638.7			415.5
Increase / (decrease) in other assets and liabilities, including receivable / payable with Parents		(257.7	)		(32.9	)		(194.3	)		(257.7	)
Net cash provided by operating activities		4,205.2			4,132.9			5,573.5			4,205.2
Cash Flows From Investing Activities:
Additions to property, plant and equipment		(165.1	)		(234.0	)		(253.3	)		(165.1	)
Additions to product rights and other intangibles		-			(604.3	)		(46.0	)		-
Additions to investments		(1,456.4	)		(8,433.8	)		(3,738.0	)		(1,456.4	)
Proceeds from sale of investments and other assets		6,201.3			14,474.4			1,466.7			6,201.3
Payments to settle Teva related matters		(466.0	)		-			-			(466.0	)
Proceeds from sales of property, plant and equipment		24.6			5.8			18.5			24.6
Acquisitions of businesses, net of cash acquired		-			(5,290.4	)		(80.6	)		-
Net cash provided by / (used in) investing activities		4,138.4			(82.3	)
Net cash (used in) / provided by investing activities								(2,632.7	)		4,138.4
Cash Flows From Financing Activities:
Proceeds from borrowings of long-term indebtedness, including credit facility		717.2			3,025.0			3.3			717.2
Payments on debt, including finance lease obligations and credit facility								(1,044.9	)		(7,115.9	)
Payments of contingent consideration and other financing								(6.3	)		(21.7	)
Proceeds from forward sale of Teva securities		465.5			-			-			465.5
Debt issuance and other financing costs		-			(17.5	)
Payments on debt, including capital lease obligations and credit facility		(7,115.9	)		(5,579.2	)
Cash charge related to extinguishment of debt		-			(170.5	)
Payments of contingent consideration and other financing		(21.7	)		(515.2	)
Payments to settle Teva related matters		(234.0	)		-			-			(234.0	)
Dividends to Parents		(2,798.2	)		(917.0	)		(1,531.2	)		(2,798.2	)
Net cash (used in) financing activities		(8,987.1	)		(4,174.4	)		(2,579.1	)		(8,987.1	)
Effect of currency exchange rate changes on cash and cash equivalents		13.1			19.1			(10.0	)		13.1
Net (decrease) in cash and cash equivalents		(630.4	)		(104.7	)
Net increase / (decrease) in cash and cash equivalents								351.7			(630.4	)
Cash and cash equivalents at beginning of period		1,816.3			1,713.2			878.6			1,816.3
Cash and cash equivalents at end of period	$	1,185.9		$	1,608.5		$	1,230.3		$	1,185.9
Schedule of Non-Cash Investing and Financing Activities:
Settlement of Teva Shares	$	465.5		$	-		$	-		$	465.5
Settlement of secured financing	$	(465.5	)	$	-		$	-		$	(465.5	)
Non-cash dividends to Parents	$	-		$	4,203.9

	Members' Capital
	Shares		Amount			Retained Earnings			Accumulated Other Comprehensive Income / (Loss)			Noncontrolling Interest			Total
BALANCE, December 31, 2017		100.0	$	72,935.1		$	6,410.4		$	1,920.7		$	16.0		$	81,282.2
Implementation of new accounting pronouncements		-		-			424.7			(63.0	)		-			361.7
BALANCE, January 1, 2018		100.0	$	72,935.1		$	6,835.1		$	1,857.7		$	16.0		$	81,643.9
Comprehensive (loss):
Net (loss) attributable to members		-		-			(231.3	)		-			-			(231.3	)
Other comprehensive income, net of tax		-		-			-			183.8			-			183.8
Dividends to Parents		-		-			(1,859.5	)		-			-			(1,859.5	)
Movement in noncontrolling interest		-		-			-			-			2.1			2.1
BALANCE, March 31, 2018		100.0	$	72,935.1		$	4,744.3		$	2,041.5		$	18.1		$	79,739.0
Comprehensive (loss):
Net (loss) attributable to members		-		-			(372.4	)		-			-			(372.4	)
Other comprehensive (loss), net of tax		-		-			-			(448.6	)		-			(448.6	)
Dividends to Parents		-		-			(244.2	)		-			-			(244.2	)
Movement in noncontrolling interest		-		-			-			-			2.4			2.4
BALANCE, June 30, 2018		100.0	$	72,935.1		$	4,127.7		$	1,592.9		$	20.5		$	78,676.2
Comprehensive (loss):
Net (loss) attributable to members		-		-			51.3			-			-			51.3
Other comprehensive (loss), net of tax		-		-			-			(88.7	)		-			(88.7	)
Dividends to Parents		-		-			(694.5	)		-			-			(694.5	)
Movement in noncontrolling interest		-		-			-			-			(7.4	)		(7.4	)
BALANCE, September 30, 2018		100.0	$	72,935.1		$	3,484.5		$	1,504.2		$	13.1		$	77,936.9

BALANCE, December 31, 2018		100.0	$	65,797.9		$	(4,219.7	)	$	1,345.2		$	16.9		$	62,940.3
Implementation of new accounting pronouncement		-		-			(22.0	)		-			-			(22.0	)
BALANCE, January 1, 2019		100.0	$	65,797.9		$	(4,241.7	)	$	1,345.2		$	16.9		$	62,918.3
Comprehensive (loss):
Net (loss) attributable to members		-		-			(2,405.7	)		-			-			(2,405.7	)
Other comprehensive (loss), net of tax		-		-			-			(128.8	)		-			(128.8	)
Dividends to Parents		-		(1,045.8	)		-			-			-			(1,045.8	)
Movement in noncontrolling interest		-		-			-			-			0.7			0.7
BALANCE, March 31, 2019		100.0	$	64,752.1		$	(6,647.4	)	$	1,216.4		$	17.6		$	59,338.7
Comprehensive (loss):
Net (loss) attributable to members		-		-			(1,751.2	)		-			-			(1,751.2	)
Other comprehensive income, net of tax		-		-			-			65.3			-			65.3
Dividends to Parents		-		(242.7	)		-			-			-			(242.7	)
Movement in noncontrolling interest		-		-			-			-			3.8			3.8
BALANCE, June 30, 2019		100.0	$	64,509.4		$	(8,398.6	)	$	1,281.7		$	21.4		$	57,413.9
Comprehensive (loss):
Net (loss) attributable to members		-		-			(731.3	)		-			-			(731.3	)
Other comprehensive (loss), net of tax		-		-			-			(240.6	)		-			(240.6	)
Dividends to Parents		-		(242.7	)		-			-			-			(242.7	)
Movement in noncontrolling interest		-		-			-			-			1.6			1.6
BALANCE, September 30, 2019		100.0	$	64,266.7		$	(9,129.9	)	$	1,041.1		$	23.0		$	56,200.9

Allergan plc is a global pharmaceutical ~~company~~leader focused on developing, manufacturing and commercializing branded pharmaceutical,~~(“brand”, “branded” or “specialty brand”)~~, device, biologic, surgical and regenerative medicine products for patients around the world. Allergan markets a portfolio of leading brands and best-in-class products ~~for the~~primarily focused on four key therapeutic areas including medical aesthetics, eye care, central nervous system ~~eye care, medical aesthetics~~ and dermatology, gastroenterology, women’s health, urology and anti-infective therapeutic categories. Allergan is an industry leader in Open Science, a model of research and development, which defines our approach to identifying and developing game-changing ideas and innovation for better patient care. gastroenterology. The Company has operations in more than 100 countries. Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc and has the same principal business activities.

On June 25, 2019, the Company announced that it entered into a transaction agreement (the “AbbVie Agreement”) under which AbbVie Inc. (“AbbVie”), a global, research-driven biopharmaceutical company, would acquire Allergan plc in a stock and cash transaction (the “AbbVie Transaction”), valued at $188.24 per Allergan share, or approximately $63.0 billion, based on AbbVie’s then-current stock price at the time the AbbVie Transaction was announced. At the closing of the proposed AbbVie Transaction, Company shareholders will receive 0.8660 shares of AbbVie common stock and $120.30 in cash for each of their existing shares. On October 14, 2019, the Company’s shareholders voted to approve the AbbVie Transaction. The AbbVie Transaction is subject to customary regulatory approvals and other customary closing conditions. The AbbVie Transaction is anticipated to close in early 2020.

On October 25, 2019, in connection with the AbbVie Transaction, AbbVie commenced an offer to exchange all Allergan Senior Notes issued by Allergan and maturing from September 15, 2020 through March 15, 2045 for up to approximately $19.6 billion aggregate principal amount of new notes to be issued by AbbVie and cash. In conjunction with the exchange offer, AbbVie is concurrently soliciting consents from eligible holders of the Allergan Senior Notes to amend each of the indentures governing the Allergan Senior Notes to eliminate substantially all of the restrictive covenants in such indentures and eliminate any guarantees of the related Allergan Senior Notes. The exchange offer and consent solicitations are conditioned upon, among other things, the closing of the AbbVie Transaction. The exchange offers are expected to close on or about the closing date of the AbbVie Transaction.

The accompanying consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, ~~2017~~2018 (“Annual Report”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted from the accompanying consolidated financial statements. The accompanying year end consolidated balance sheet was derived from the audited financial statements included in the Annual Report. The accompanying interim financial statements are unaudited and reflect all adjustments which are in the opinion of management necessary for a fair statement of the Company’s consolidated financial position, results of operations, comprehensive (loss) / income and cash flows for the periods presented. ~~Unless otherwise noted, all~~All such adjustments are of a normal, recurring nature. All intercompany transactions and balances have been eliminated in consolidation. The Company’s results of operations, comprehensive (loss) / income and cash flows for the interim periods are not necessarily indicative of the results of operations, comprehensive (loss) / income and cash flows that it may achieve in future periods.

NOTE 2 — Reconciliation of Warner Chilcott Limited results to Allergan plc results

Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc, the ultimate parent of the group (together with other direct or indirect parents of Warner Chilcott Limited, the “Parents”). The results of Warner Chilcott Limited are consolidated into the results of Allergan plc. Due to the ~~deminimis~~de minimis activity between Warner Chilcott Limited and the Parents (including Allergan plc), content throughout this filing relates to both Allergan plc and Warner Chilcott Limited. Warner Chilcott Limited disclosures relate only to itself and not to any other company. Except where otherwise indicated, and excluding certain insignificant cash and non-cash transactions at the Allergan plc level, these notes relate to the consolidated financial statements for both separate registrants, Allergan plc and Warner Chilcott Limited. In addition to certain inter-company payable and receivable amounts between the entities, the following is a reconciliation of the financial position and results of operations of Warner Chilcott Limited to Allergan plc ($ in millions):

The differences between general and administrative expenses in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 were due to corporate related expenses incurred byat Allergan plc. The differences in total equity were due to historical differences in the results of operations of the companies and differences in equity ~~awards.~~awards and dividends.

~~As of~~During the three and nine months ended September 30, 2018, the difference in interest income between Allergan plc and ~~December 31, 2017,~~ Warner Chilcott Limited ~~had~~was due to $0.8 billion and ~~$5.8~~$9.0 billion ~~respectively,~~ in Receivables from the ~~Parents. As of September 30, 2018~~Parents and ~~December 31, 2017, Warner Chilcott Limited had $9.0 billion and $4.0 billion, respectively, in~~ Non-current Receivables from the ~~Parents.~~Parents, respectively. These Receivables related to intercompany loans between Allergan plc and subsidiaries of Warner Chilcott Limited generated related party interest income in Warner Chilcott Limited. These ~~loans are interest-bearing loans with varying term dates and cause a difference in interest income between~~Receivables were contributed to the ~~two entities. Based on planned changes in the expected method of settlement of the Parent company receivables arising~~Parents during the ~~third quarter of~~year ended December 31, 2018 ~~the Company~~as an equity contribution and were reclassified ~~approximately $5.0 billion~~ from ~~current~~receivables to ~~long-term.~~equity.

The following are interim updates to certain of the policies described in “Note 4” of the notes to the Company’s audited consolidated financial statements for the year ended December 31, ~~2017~~2018 included in the Annual Report.

In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease

liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

On January 1, ~~2018, we~~2019, the Company adopted ~~ASU No. 2014-09, "Revenue from Contracts with Customers" (“Topic 606”)~~the new standard using the modified retrospective ~~method~~transition approach applied to ~~those contracts which were not completed as~~all leases existing at the effective date of initial application of January 1, ~~2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior~~2019. Prior period amounts are not adjusted and continue to be reported in accordance with ~~our~~ historical accounting ~~practices. The impact~~practices and the disclosures under the new standard are not required for dates and periods prior to ~~revenues for~~January 1, 2019.

When evaluating whether a contract contains a lease under the ~~three~~new standard, Allergan considers whether (1) the contract explicitly or implicitly identifies assets that are contractually defined and ~~nine months ended September 30, 2018 was not significant as a result~~(2) the Company obtains substantially all of the ~~adoption.~~economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The ~~adoption of this guidance~~Company does not have ~~a material impact on~~the right to use an identified asset if the supplier has the substantive right to substitute the asset throughout the period without the Company’s ~~financial position or results~~approval.

The new standard provides a number of ~~operations as the Company’s sales primarily are governed by standard bill and ship terms of pharmaceutical products to customers.~~

optional practical expedients in transition. The Company ~~applies~~elected the ‘package of practical expedients’ which permits us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter was not applicable to the Company.

This standard has a significant impact on our consolidated balance sheet but did not have a significant impact on our consolidated statements of operations. The most significant effects relate to the recognition of ROU assets and lease liabilities on our balance sheet for our real estate and fleet operating leases.

Upon adoption, the Company recognized lease liabilities and corresponding ROU assets as ~~defined~~follows ($ in ~~Topic 606 to recognize the incremental costs of obtaining contracts~~millions):

The cumulative effective adjustment as ~~an expense when incurred if the amortization period~~ of the ~~assets~~effective date of $22.0 million was recorded to opening retained earnings. The Company has an immaterial amount of finance leases.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the lease recognition exemption for all leases with lease terms of 12 months or less. For leases that qualify under this exception, the Company ~~otherwise would have recognized is one year~~will not recognize ROU assets or ~~less. These costs which are included~~lease liabilities and did not recognize ROU assets or lease liabilities for existing short-term leases of those assets in ~~selling, general, and administrative expenses are consistent with the accounting prior to the adoption of Topic 606.~~transition. The Company also elected ~~to use~~ the practical expedient to not ~~adjust~~separate lease and non-lease components for leases of real estate, fleet, IT and office equipment.

Refer to “NOTE 13 – Leases” for further information related to the ~~promised~~Company’s leases.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update allows for the optional reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”) from accumulated other comprehensive income to retained earnings. The amount of ~~consideration for~~ the ~~effects~~reclassification is calculated as the difference between the historical and newly enacted tax rates on deferred taxes originally recorded through accumulated other comprehensive income. The Company adopted the standard as of January 1, 2019; however, due to the immaterial amount of the ~~time value of money for contracts in which the anticipated period between when~~stranded tax effects, the Company ~~transfers~~elected not to reclassify the ~~goods or services~~income tax effects from accumulated other comprehensive income to retained earnings. Tax effects unrelated to the ~~customer and when~~TCJA are released from accumulated other comprehensive income using either the ~~customer pays is equal to one year~~specific identification approach or ~~less.~~the portfolio approach based on the nature of the underlying item.

The Company adopted ASU ~~No.~~ 2016-01, which now requires equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures, and limited liability companies) to be measured at fair value with changes in the fair value recognized through net income. Under the previous guidance, changes in the fair value of equity securities were recognized through other comprehensive income.

OnFinancial Instruments on January 1, 2018. The new standard required modified retrospective adoption through 2018 beginning Retained Earnings and Accumulated Other Comprehensive Income. This was incorrectly recorded as a loss through Other Comprehensive Income of $63.0 million during the ~~Company adopted ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Previously, GAAP prohibited the recognition of current~~quarter ended March 31, 2018. This was corrected during 2018 and ~~deferred income taxes for an intra-entity asset transfer until the asset~~therefore, has been sold to an outside party. This prohibition on recognition was an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. The amendment to the guidance eliminated the exception for an intra-entity transfer of an asset other than inventory and required an entity to recognize the income tax consequences when the transfer occurs.

~~The following represents the~~no impact on the ~~Company's~~annual consolidated financial statements. The Company has determined that the adjustment was not material to any previously reported interim period. The Consolidated ~~Balance Sheet as a result of the adoption on January 1, 2018 of these accounting pronouncements ($ in millions):~~

~~On January 1, 2018, the Company adopted ASU 2016-15,~~ Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. This standard amends and adjusts how cash receipts and cash payments are presented and classified in the statement of cash flows. As a result of the guidance, the Company retrospectively applied the standard which resulted in a reclassification of debt extinguishment costs from cash flows from operating activities to cash flows from financing activities. As a result of the application of the guidance, cash flows from operating activities increased by $170.5 million and cash flows from financing activities decreased by $170.5 million inComprehensive (Loss) for the nine months ended September 30 ~~2017. Cash flows from operating activities will increase by $205.6 million and cash flows from financing activities will decrease by $205.6 million~~, 2018 has been adjusted to correct for ~~the year ended December 31, 2017.~~this error.

~~On January 1, 2018,~~ the Company adopted ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This update requires that an employer disaggregate the service cost component from the other components of net periodic benefit cost. Upon adoption, the Company recorded other components of the net periodic benefit cost with “other income / (expense), net.”

On July 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging (Topic 815) — Targeted Improvements to Accounting for Hedging Activities, which now better aligns the Company’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments also make certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness on a prospective basis. After the adoption, the Company will present the entire change in fair value of a hedging instrument in the same income statement line item(s) as the earnings effect of the hedged item when that hedged item affects earnings.

ASU No. 2014-09, “Revenue from Contracts with Customers” (“Topic ~~606~~606”) provides that revenues are recognized when control of the promised goods under a contract is transferred to a customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods as specified in the underlying terms with the customer. The Company warrants products against defects and for specific quality standards, permitting the return of products under certain circumstances. Product sales are recorded net of all sales-related deductions including, but not limited to: chargebacks, trade discounts, commercial and government rebates, customer loyalty programs, fee-for-service arrangements with certain distributors, returns, and other allowances which we refer to in the aggregate as sales returns and allowances (“SRA”).

The Company’s performance obligations are primarily achieved when control of the products is transferred to the customer. Transfer of control is based on contractual performance obligations, but typically occurs upon receipt of the goods by the ~~customer.~~

~~Prior to the achievement of performance obligations, shipping and handling costs associated with outbound freight for a product to be transferred to a~~ customer ~~are accounted for~~ as ~~a fulfillment cost and are included in selling and marketing expenses.~~

~~Other revenues earned are mainly comprised of royalty income from licensing of intellectual property. Royalty income~~that is ~~recognized~~ when the ~~licensee’s subsequent sale occurs.~~customer has obtained control of significantly all of the economic benefits.

Refer to “NOTE 8 ~~–Reportable~~– Reportable Segments” for our revenues disaggregated by product and segment and our revenues disaggregated by geography for our international segment. We believe this level of disaggregation best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

A contract with a customer states the final terms of the sale, including the description, quantity, and price of each product purchased. The Company’s payment terms vary by the type and location of the customer and the products offered. A customer agrees to a stated rate and price in the contract and given that most of the products sold contain variable consideration, the amount of revenue recognized incorporates adjustments for SRAs as appropriate.

The Company offers discounts and rebates to certain customers who participate in various programs that are referred to as SRA allowances as described further below in the section “Provisions for SRAs”. Such discounting and rebating activity is included as part of the Company’s estimate of the transaction price and is accounted for as a reduction to gross sales. At time of sale, the Company records the related SRA adjustments. The Company performs validation activities each period to assess the adequacy of the liability or contra receivable estimates recorded to reflect actual activity and will adjust the reserve balances accordingly.

As is customary in the pharmaceutical industry, certain customers may receive cash-based incentives or credits, which are variable consideration accounted for as SRAs. The Company estimates SRA amounts based on the expected amount to be provided to customers, which reduces the revenues recognized. The Company believes that there will not be significant changes to our estimates of variable consideration. The Company uses a variety of methods to assess the adequacy of the SRA reserves to ensure that our financial statements are fairly stated. These provisions are estimated based on historical payment experience, the historical relationship of the deductions to gross product revenues, government regulations, estimated utilization or redemption rates, estimated customer inventory levels and current contract sales terms. The estimation process used to determine our SRA provisions has been applied on a consistent basis and no material revenue adjustments have been necessary to increase or decrease our reserves for SRA as a result of a significant change in underlying estimates.

~~Chargebacks~~ — A chargeback represents an amount payable in the future to a wholesaler for the difference between the invoice price paid by such wholesaler customer for a particular product and the negotiated contract price that the wholesaler’s customer pays for that product. The chargeback provision and related reserve varies with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventories. The provision for chargebacks also takes into account an estimate of the expected wholesaler sell-through levels to indirect customers at certain contract prices. The Company validates the chargeback accrual quarterly through a review of the inventory reports obtained from our largest wholesale customers. This customer inventory information is used to verify the estimated liability for future chargeback claims based on historical chargeback and contract rates. These large wholesalers represent the vast majority of the recipients of the Company’s chargeback credits. We continually monitor current pricing trends and wholesaler inventory levels to ensure the contra-receivable for future chargebacks is fairly stated.

~~Rebates~~ — Rebates include volume related incentives to direct and indirect customers, third-party managed care and Medicare Part D rebates, Medicaid rebates and other government rebates. Rebates are accrued based on an estimate of claims to be paid for product sold into trade by the Company. Volume rebates are generally contractually offered to customers as an incentive to use the Company’s products and to encourage greater product sales. These rebate programs include contracted rebates based on customers’ purchases made during an applicable monthly, quarterly or annual period. The provision for third-party rebates is estimated based on our customers’ contracted rebate programs and the Company’s historical experience of rebates paid. Any significant changes to our customer rebate programs are considered in establishing the provision for rebates. The provisions for government rebates are based, in part, upon historical experience of claims submitted by the various states and authorities, contractual terms and government regulations. We monitor legislative changes to determine what impact such legislation may have on our provision.

~~Cash Discounts~~ — Cash discounts are provided to customers that pay within a specific time period. The provision for cash discounts is estimated based upon invoice billings and historical customer payment experience. The Company’s experience of payment history is fairly consistent and most customer payments qualify for a cash discount.

~~Returns and Other Allowances~~ ~~— The Company’s provision for returns and other allowances include returns, promotional allowances and loyalty cards.~~

Consistent with industry practice, the Company maintains a returns policy that allows customers to return product for a credit. In accordance with the Company’s policy, credits for customer returns of products are applied against outstanding account activity or are settled in cash. Product exchanges are generally not permitted. Customer returns of product are generally not resalable. The Company’s estimate of the provision for returns is based upon historical experience and current trends of actual customer returns. Additionally, we consider other factors when estimating the current period returns provision, including levels of inventory in the distribution channel, as well as significant market changes which may impact future expected returns.

Promotional allowances are credits with no discernable benefit offered to Allergan that are issued in connection with a product launch or as an incentive for customers to carry our product. The Company establishes a reserve for promotional allowances based upon contractual terms.

~~Loyalty cards allow end-user patients a discount per prescription and are accrued based on historical experience, contract terms and the volume of product and cards in the distribution channel.~~

The following table summarizes the activity from ~~continuing~~ operations in the Company’s major categories of SRA ($ in millions):

The following table summarizes the balance sheet classification of our SRA reserves ($ in millions):

The SRA provisions recorded to reduce gross product sales to net product sales ~~excluding discontinued operations,~~ were as follows ($ in millions):

At the time of contract inception or customer account set-up, the Company performs a collectability assessment on the creditworthiness of such customer. The Company assesses the probability that the Company will collect the consideration to which it will be entitled in exchange for the goods sold. In evaluating collectability, the Company considers the customer’s ability and intention to pay consideration when it is due. On a recurring basis, the Company estimates the amount of receivables considered uncollectible after sale to the customer to reflect allowances for doubtful accounts. Provision for bad debts, included in general and administrative expenses, were $19.0 million and $0.8 million in the three months ended September 30, 2019 and 2018, respectively. Provision for bad debts, included in general and administrative expenses, were $26.3 million and $14.9 million in the nine months ended September 30, 2019 and 2018, respectively.

~~The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within selling and marketing expenses.~~

The Company does not adjust the promised amount of consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is equal to one year or less.

The Company tests goodwill and intangible assets with indefinite lives for impairment annually in the second quarter. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit or an indefinite lived intangible asset below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including Reporting Unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a Reporting Unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative assessment for some or all of its Reporting Units and perform a quantitative test as of the measurement date of the test.

Goodwill is considered impaired if the carrying amount of the net assets exceeds the fair value of the reporting unit. Impairment, if any, would be recorded in operating income / (loss) and this could result in a material impact to net income / (loss) and income / (loss) per share.

Prior to Allergan’s 2018 annual impairment test, the Company adopted the new guidance under Accounting Standard Update No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment which eliminated step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment ~~loss as of January 1, 2018.~~loss. A goodwill impairment loss under the new guidance is instead measured using a single step test based on the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. ~~Based on the Company’s impairment test, no impairments were noted.~~

Acquired in-process research and development (“IPR&D”) intangible assets represent the value assigned to research and development (“R&D”) projects acquired in a business combination that, as of the date acquired, represent the right to develop, use, sell and/or offer for sale a product or other intellectual property that has not been completed or approved. The IPR&D intangible assets are subject to impairment testing until completion or abandonment of each project. Upon abandonment, the assets are impaired if there is no future alternative use or ability to sell the asset. Impairment testing requires ~~the development of~~management to develop significant estimates and assumptions involving the determination of the fair value of the IPR&D asset, including estimated ~~net cash flows for each year for each~~revenues, the probability of success of the project, ~~or product (including net revenues, cost of sales, research and development (“R&D”) costs, selling and marketing costs and other costs which may be allocated),~~ determination of the appropriate discount rate, ~~in order to measure the risk inherent in each future cash flow stream,~~ assessment of ~~each~~the asset’s life, ~~cycle,~~ potential regulatory ~~and commercial success~~ risks, and ~~competitive trends impacting the asset and each cash flow stream as well as other factors.~~net revenue growth curve assumptions. The major risks and uncertainties associated with the timely and successful completion of IPR&D projects include legal risk, market risk and regulatory risk. Changes in our assumptions could result in future impairment charges. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change or the timely completion of each project and commercial success will occur. For these and other reasons, actual results may vary significantly from estimated results.

Upon successful completion of each project and approval of a product, we will make a separate determination of the useful life of the intangible asset, transfer the amount to currently marketed products (“CMP”) and amortization expense will be recorded over the estimated useful life.

The Company performed its annual goodwill impairment test during the second quarter of 2018 by evaluating its five Reporting Units. In performing this test, the Company utilized long-term growth rates for its Reporting Units ranging from 1.0% to 2.0% in its estimation of fair value and discount rates ranging from 8.5% to 10.0%, which is an increase versus the prior year discount rates of 7.5% to 8.5% to reflect changes in market conditions. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. Changes in the key assumptions by management can change the results of testing.

Of the Reporting Units tested, the Company’s US Eye Care Reporting Unit, which is a component of its US Specialized Therapeutics Segment and has an allocated goodwill balance of $9,824.8 million, and its General Medicine Reporting Unit, are the most sensitive to a change in future valuation assumptions. These Reporting Units had the lowest level of headroom between the carrying value of the Reporting Unit and the fair value of the Reporting Unit. While management believes the assumptions used are reasonable and commensurate with the views of a market participant, changes in key assumptions for these Reporting Units, including increasing the discount rate, lowering revenue forecasts, lowering the operating margin or lowering the long-term growth rate, could result in a future impairment.

~~The Company performed its annual IPR&D impairment test in the second quarter of 2018.~~ Refer to “NOTE 11 ~~– Goodwill,~~–Goodwill, Product Rights, and Other Intangible Assets” for ~~details of~~further discussion on the ~~impairments identified by the Company.~~

The Company computes EPS in accordance with Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of EPS to be disclosed: basic and diluted. Basic EPS is computed

by dividing net (loss) by the weighted average ordinary shares outstanding during a period. Diluted EPS is based on the treasury stock method and includes the effect from potential issuance of ordinary shares, such as shares issuable pursuant to the exercise of stock options and restricted stock units. ~~Diluted EPS also includes the impact of ordinary share equivalents issued (or issuable in 2017) upon the mandatory conversion of the Company’s preferred shares which occurred on March 1, 2018.~~ Ordinary share equivalents have been excluded where their inclusion would be ~~anti-dilutive to continuing operations.~~anti-dilutive.

A reconciliation of the numerators and denominators of basic and diluted EPS ~~consisted of the following~~follows ($ in millions, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2019			2018			2019			2018
Net (loss):
Net (loss) attributable to ordinary shareholders excluding income from discontinued operations, net of tax	$	(37.9	)	$	(4,019.2	)	$	(842.9	)	$	(7,438.0	)
(Loss) from discontinued operations, net of tax		-			(6.1	)		-			(17.6	)
Net (loss) attributable to ordinary shareholders	$	(37.9	)	$	(4,025.3	)	$	(842.9	)	$	(7,455.6	)	$	(786.8	)	$	(37.9	)	$	(4,953.8	)	$	(842.9	)

Basic weighted average ordinary shares outstanding		339.0			333.5			337.6			334.6			328.0			339.0			329.3			337.6

Basic EPS:
Continuing operations	$	(0.11	)	$	(12.05	)	$	(2.50	)	$	(22.23	)
Discontinued operations	$	-		$	(0.02	)	$	-		$	(0.05	)
Net (loss) per share	$	(0.11	)	$	(12.07	)	$	(2.50	)	$	(22.28	)	$	(2.40	)	$	(0.11	)	$	(15.04	)	$	(2.50	)

Dividends per ordinary share	$	0.72		$	0.70		$	2.16		$	2.10		$	0.74		$	0.72		$	2.22		$	2.16

Diluted weighted average ordinary shares outstanding		339.0			333.5			337.6			334.6			328.0			339.0			329.3			337.6

Diluted EPS:
Continuing operations	$	(0.11	)	$	(12.05	)	$	(2.50	)	$	(22.23	)
Discontinued operations	$	-		$	(0.02	)	$	-		$	(0.05	)
Net (loss) per share	$	(0.11	)	$	(12.07	)	$	(2.50	)	$	(22.28	)	$	(2.40	)	$	(0.11	)	$	(15.04	)	$	(2.50	)

Stock awards to purchase 2.2 million and 1.8 million ordinary shares for the three and nine months ended September 30, 2019, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. NaN shares were repurchased in the three months ended September 30, 2019. The impact of the 5.3 million shares repurchased in the nine months ended September 30, 2019 on basic EPS was 3.8 million weighted average shares.

Stock awards to purchase 2.7 million and 2.3 million ordinary shares for the three and nine months ended September 30, 2018, respectively, were outstanding, but not included in the computation of diluted EPS, because the awards were anti-dilutive. ~~Stock awards to purchase 3.7 million and 4.2 million ordinary shares for~~During the three and nine months ended September 30, ~~2017, respectively, were outstanding, but not included~~2018, the Company repurchased shares under its share repurchase programs. The impact of the 2.4 million and 12.0 million shares repurchased in the ~~computation of diluted~~three and nine months ended September 30, 2018 on basic EPS ~~because the awards were anti-dilutive.~~was 0.5 million and 7.2 million, respectively.

The Company’s preferred shares were mandatorily converted to ordinary shares on March 1, 2018. The weighted average impact of ordinary share equivalents of 3.9 million for the nine months ended September 30, 2018, which would result from the mandatory conversion of the Company’s preferred shares at the beginning of the period, were not included in the calculation of diluted EPS as their impact would be anti-dilutive. The Company’s preferred shares were converted to ordinary shares on March 1, 2018. The weighted average impact of ordinary share equivalents of 17.7 million for the three and nine months ended September 30, 2017, which were anticipated to result from the mandatory conversion of the Company’s preferred shares were not included in the calculation of diluted EPS as their impact would be anti-dilutive.

During the three and nine months ended September 30, 2018, the Company repurchased shares under its share repurchase programs. The impact of the 2.4 million and 12.0 million shares repurchased in the three and nine months ended September 30, 2018 on basic EPS was 0.5 million and 7.2 million, respectively.

Refer to “NOTE 1516 –Shareholders’ Equity” for further discussion on the Company’s share repurchase programs.

Research and development (“R&D”) activities are expensed as incurred and consist of self-funded R&D costs, the costs associated with work performed under collaborative R&D agreements, regulatory fees, and acquisition and license related milestone payments, if any.

As of September 30, 2019, we are developing a number of products, some of which utilize novel drug delivery systems, through a combination of internal and collaborative programs, and we additionally have products in development as part of our life-cycle management strategy for our existing product portfolio. These development projects include but are not limited to the following:

In addition to the projects listed in the table above, the Company continues to develop brazikumab, a gastrointestinal development project for indications of Crohn’s disease and ulcerative colitis. In connection with the proposed AbbVie Transaction, the Company is actively seeking to divest brazikumab, with any such divestiture contingent on the closing of the AbbVie Transaction.

In ~~February 2016,~~November 2018, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU No. ~~2016-02, which states~~2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606. The ASU provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants and only allows a company to present units of account in collaborative arrangements that ~~a lessee~~are within the scope of the revenue recognition standard together with revenue accounted for under the revenue recognition standard. The parts of the collaborative arrangement that are not in the scope of the revenue recognition standard should ~~recognize~~be presented separately from revenue accounted for under the ~~assets and liabilities that arise from leases. This update is~~revenue recognition standard. The amendments in ASU No. 2018-18 are effective for fiscal years beginning after December 15, ~~2018, including~~2019, and interim periods within those fiscal years. ~~While the Company has not yet completed its assessment, the~~The adoption of ~~the~~this guidance is not anticipated to have a material impact on the Company’s financial ~~position.~~

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company evaluated the impact of this pronouncement and concluded that the guidance is not expected to have a material impact on our financial position and results of operations.

In March 2017, The FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date, but does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Entities are required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The entity is required to provide disclosures about a change in accounting principle in the period of adoption. The Company evaluated the impact of these amendments and the guidance is not expected to have a material impact on our financial position and results of operations.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), relating to a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor (i.e., a service contract). Under the new guidance, a customer will apply the same criteria for capitalizing implementation costs as it would for an arrangement that has a software license. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted. The Company ~~can choose to~~will adopt the new guidance ~~(1)~~ prospectively to eligible costs incurred on or after the date this guidance is first ~~applied or (2) retrospectively.~~applied. The ~~Company~~adoption of this guidance is ~~evaluating~~not anticipated to have a material impact on the ~~impact, if any, that this pronouncement will have on our~~Company’s financial position and results of operations.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) – Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The revisions to the disclosure requirements affect only the year-end financial statements of plan sponsors, as there are no changes related to interim financial statements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted. The ASU provisions will be applied on a retrospective basis to all periods presented. ~~The Company determined that the prior year amounts are immaterial.~~ This pronouncement only has an impact to disclosure requirements and does not have an impact on our financial position or results of operations.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which removes, adds and modifies certain disclosure requirements for fair value measurements in Topic 820. The Company will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the valuation processes of Level 3 fair value measurements. However, the Company will be required to additionally disclose the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements, and the range and weighted average of assumptions used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments relating to additional disclosure requirements will be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments will be applied retrospectively to all periods presented upon their effective date. The Company is permitted to early adopt either the entire ASU or only the provisions that eliminate or modify the requirements.This pronouncement only has an impact to disclosure requirements and does not have an impact on our financial position or results of operations.

The following ~~are the significant transactions that were~~transaction was announced and completed ~~or announced~~ in the nine months ended September 30, ~~2018.~~2019.

~~As of June 30, 2018, the Company determined that certain assets related to Rhofade~~^® were deemed held for sale based on the Company’s intention and ability to dispose of the related assets. As a result, the Company recorded an impairment of $252.0 million during the three months ended June 30, 2018 to reflect the anticipated sale value and reclassified the “product rights and other intangibles, net” balance of $130.5 million to “non-current assets held for sale.” On ~~October 15, 2018, the Company entered into~~ ~~a definitive asset purchase agreement with Aclaris Therapeutics, Inc. to sell the worldwide rights to Rhofade~~^®. This transaction, which is subject to customary closing conditions, including certain governmental regulatory clearances, is expected to close in the fourth quarter of 2018. Under the terms of the agreement, the purchase price includes an upfront cash payment of $65.0 million at closing, a potential development milestone payment for an additional dermatology product, and tiered payments based on annual net sales of ~~Rhofade~~^®~~and the potential additional product~~ ~~with a fair value of approximately~~ ~~$65.0 million~~.

~~On October 24, 2018,~~March 26, 2019, the Company acquired ~~BonTi,~~Envy Medical, Inc. (“~~BonTi”~~Envy”), a privately held ~~clinical-stage biotechnology~~medical aesthetics company focused on the development and commercialization of novel, fast-acting neurotoxin programs for aesthetic and therapeutic applications, for $195.0 million upfront plus contingent consideration of up to $90.0 million. This transaction was agreed tothat specializes in ~~the nine months ended September 30, 2018 and we expect to treat this transaction as an asset acquisition.~~

~~On September 20, 2018, the Company completed the sale of five medical dermatology products (Aczone~~^®~~, Tazorac~~^®~~, Azelex~~^®~~, Cordran~~^® ~~Tape and Seysara~~^™) in the U.S. to Almirall, S.A. Allergan concluded that these assets constituted a business. As part of the sale, the Company received cash consideration of $550.0 million and is eligible to receive a contingent payment of up to an additional $100.0 million in the event that net sales of the divested products in a specified calendar year exceed a sales target, to which no fair value has been ascribed. As a result of this transaction, the Company recorded the following ($ in millions):

On April 6, 2018, the Company completed the acquisition of Elastagen Pty Ltd, which was accounted for as an asset acquisition as the purchase primarily related to one asset. An upfront expense of $96.1 million was expensed as a component of R&D during the nine months ended September 30, 2018. Under the terms of the agreement, Elastagen Pty Ltd is eligible to receive additional contingent consideration of up to $165.0 million.

On January 31, 2018, the Company completed the acquisition of Repros Therapeutics, Inc., which was accounted for as an asset acquisition as the purchase primarily related to one asset. A net charge of $33.2 million was expensed as a component of R&D during the nine months ended September 30, 2018.

~~On April 28, 2017, the Company acquired Zeltiq~~^® ~~Aesthetics, Inc. (“Zeltiq”)~~non-surgical, non-invasive skin resurfacing systems for an acquisition accounting purchase price of ~~$2,405.4~~$81.4 million, ~~(the “Zeltiq Acquisition”). Zeltiq~~which includes $67.4 million of product rights and other intangibles, $34.1 million of goodwill and other assets and liabilities. The transaction was ~~focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform (Coolsculpting~~^®).treated as a business combination. The ~~Zeltiq Acquisition combined Zeltiq’s body contouring business~~acquisition combines Envy’s skin care product portfolio with the Company’s leading ~~portfolio of~~ medical ~~aesthetics.~~aesthetics business.

NOTE 5 — Assets ~~Acquired and Liabilities Assumed at Fair Value~~Held for Sale

The Zeltiq Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The following ~~table summarizes the final fair values of~~represents the assets ~~acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date~~held for sale ($ in millions):

As of December 31, 2018, the Company had concluded that its Anti-Infectives business met the criteria for held for sale based on management’s intent and ability to divest the business within the next twelve months. Assets held for sale also include miscellaneous properties. As of June 30, 2019, and as a result of the proposed AbbVie Transaction, the Company concluded that the Anti-Infectives business no longer met the criteria for held for sale. The Anti-Infectives intangible assets and inventory were reclassified to held in use at the lower of their carrying amount before the assets were recorded as held for sale less any amortization that would have been recognized had the assets been continuously classified as held and used or their fair value of inventories acquired included an acquisition accounting fair market value step-up of $22.9 million which was recognized as a component of cost of sales as the inventory acquired was sold to the Company’s customers in the year ended December 31, 2017, including $11.0 million and $22.9 million, respectively, in the three and nine months ended September 30, 2017.

Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments. These adjustments create excess book basis over tax basis which is tax-affected by the statutory tax rates of applicable jurisdictions.

~~On July 27, 2015, the Company announced that it entered into a~~ ~~divestiture agreement for our global generics business and certain other assets to Teva Pharmaceutical Industries Ltd. (“Teva”) (the “Teva Transaction”)~~, which closed on August 2, 2016. On October 3, 2016, the Company completed the divestiture of the Anda Distribution business to Teva for $500.0 million. The Company recognized a combined gain on the sale of the Anda Distribution business and the sale of the global generics business of $15,932.2 million in the twelve months ended December 31, 2016.

In October 2016, pursuant to our agreement with Teva, Teva provided the Company with its proposed estimated adjustment to the closing date working capital balance. The Company disagreed with Teva’s proposed adjustment, and, pursuant to our agreement with Teva, each of the Company’s and Teva’s proposed adjustments were submitted to arbitration to determine the working capital amount in accordance with GAAP as applied by the Company consistent with past practice. On January 31, 2018, Allergan plc and Teva entered into a Settlement Agreement and Mutual Releases (the “Agreement”) pursuant to which the Company made a one-time payment of $700.0 million to Teva; the Company and Teva jointly dismissed their working capital dispute arbitration, and the

~~Company and Teva released all actual or potential indemnification and other claims under the Master Purchase Agreement, dated July 26, 2015, by and between the Company and Teva, that were known as of~~at the date of the ~~Agreement. The~~subsequent decision not to sell. As a result of the reclassification, the Company recorded a ~~pre-tax~~ charge of ~~$466.0~~$129.6 million, ~~as a component of other (expense) / income,~~primarily related to amortization that would have been recorded if the assets were held and used, within Assets, sales and impairments, net from discontinued operations relating to the settlement in the year ended December 31, 2017. The one-time payment of $700.0 million is shown in the Consolidated Statement of Cash Flows as both a cash outflow in investing activities of $466.0 million and a cash outflow in financing cash flows of $234.0 million for the ~~portion of~~nine month period the ~~payment which was outstanding greater than one year.~~assets were held for sale.

During the nine months ended September 30, 2018, the Company recorded the following movements in its investment in Teva securities ~~(defined herein as “Teva~~(“Teva Share Activity”) ($ in millions except per share information):

	Shares			Carrying Value per Share		Market Price			Proceeds Received		Value of Marketable Securities			Unrealized Gain / (Loss) as a Component of Other Comprehensive Income			Gain / (Loss) Recognized in Other Income/ (Expense), Net		Derivative Instrument (Liability)/ Asset			Retained Earnings			Shares			Carrying Value per Share		Market Price			Proceeds Received		Value of Marketable Securities			Unrealized Gain / (Loss) as a Component of Other Comprehensive Income			Gain / (Loss) Recognized in Other Income/ (Expense), Net		Derivative Instrument (Liability)/ Asset			Retained Earnings
Teva securities as of December 31, 2017		95.9		$	17.60	$	18.95		n.a.		$	1,817.7		$	129.3		$	-	$	(62.9	)	$	-			95.9		$	17.60	$	18.95		n.a.		$	1,817.7		$	129.3		$	-	$	(62.9	)	$	-
Impact of ASU No. 2016-01 during the three months ended March 31, 2018		-			-		-			-		-			(129.3	)		-		-			129.3			-			-		-			-		-			(129.3	)		-		-			129.3
Settlement of initial accelerated share repurchase ("ASR"), net during the three months ended March 31, 2018		(25.0	)		18.95		16.53	*		413.3		(473.8	)		-			2.5		62.9			-			(25.0	)		18.95		16.53	*		413.3		(473.8	)		-			2.5		62.9			-
Settlement of forward sale entered into during the three months ended March 31, 2018, net		(25.0	)		17.09		18.61	**		465.5		(427.3	)		-			38.2		-			-			(25.0	)		17.09		18.61	**		465.5		(427.3	)		-			38.2		-			-
Open market sales during the nine months ended September 30, 2018		(45.9	)	n.a.			20.41			936.7		(916.6	)		-			20.2		-			-			(45.9	)	n.a.			20.41			936.7		(916.6	)		-			20.2		-			-
Teva securities as of and for the nine months ended September 30, 2018		-		$	-	$	-		$	1,815.5	$	-		$	-		$	60.9	$	-		$	129.3			-		$	-	$	-		$	1,815.5	$	-		$	-		$	60.9	$	-		$	129.3

* Market price represents average price over the life of the contract. On the January 17, 2018 settlement date, the closing stock price of Teva securities was $21.48.
** Market price represents average price over the life of the contract. On the May 7, 2018 settlement date, the closing stock price of Teva securities was $18.62.
* Market price represented average price over the life of the contract. On the January 17, 2018 settlement date, the closing stock price of Teva securities was $21.48.																								* Market price represented average price over the life of the contract. On the January 17, 2018 settlement date, the closing stock price of Teva securities was $21.48.
**Market price represented average price over the life of the contract. On the May 7, 2018 settlement date, the closing stock price of Teva securities was $18.62.																								**Market price represented average price over the life of the contract. On the May 7, 2018 settlement date, the closing stock price of Teva securities was $18.62.

~~During the three and nine months ended September 30, 2017, the Company recorded the following movements in its investment in Teva securities ($ in millions except per share information):~~

During the three and nine months ended September 30, 2018, the Company recorded a net gain of $129.6 million as a result of the sale of five medical dermatology products to Almirall, S.A.

During the nine months ended September 30, 2018, the Company completed the sale of a non-strategic asset group ~~held for sale~~that qualified as ~~of December 31, 2017, which was deemed~~ a business, ~~based on the applicable guidance at the time,~~ for $55.0 million in cash plus deferred consideration of $20.0 million. As a result of this transaction, the Company recognized a gain of $53.0 million.

During the nine months ended September 30, 2019, the Company repurchased $249.8 million of senior notes in the open market. The net gain / (loss) on the debt extinguishments was not material.

During the three and nine months ended September 30, 2018, the Company repurchased $1,767.2 million and $2,223.1 million, respectively, of senior notes in the open market. During the three months ended September 30, 2018, as a result of the debt extinguishment, the Company recognized a net loss of $8.3 million, within ~~“other~~“Other income / (expense), net” for the discount received upon repurchase of $5.1 million, offset by the non-cash write-off of premiums and debt fees related to the repaid notes of $13.4 million. During the nine months ended September 30, 2018, as a result of the debt extinguishment, the Company recognized a net gain of $0.8 million within “other income / (expense), net” for the discount received upon repurchase of $18.2 million, offset by the non-cash write-off of premiums and debt fees related to the repaid notes of $17.4 million.

During the three and nine months ended September 30, 2019 and 2018, the Company redeemed and retired the following senior notes ($ in millions):

Other income, net includes the mark to market losses of $5.1 million and ~~retired an additional $388.0~~$1.9 million, ~~face value of senior notes through open market purchases between October 1, 2018 and October 26, 2018 (inclusive).~~

~~On May 30, 2017,~~respectively, on equity securities held by the Company completed the repurchase of certain debt securities issued for cash under a previously announced tender offer. During the nine months ended September 30, 2017, as a result of the debt extinguishment, the Company recognized a loss of $161.5 million, within “Other income / (expense)” for the early tender payment and non-cash write-off of premiums and debt fees related to the repurchased notes, including $170.5 million of a make-whole premium.

~~During~~during the three and nine months ended September 30, 2017, the Company received dividend income of $8.5 million and $76.7 million, respectively, on the 100.3 million Teva ordinary shares acquired as a result of the Teva Transaction. On February 8, 2018, Teva suspended all dividends on ordinary shares.

On August 28, 2015, the Company acquired certain products in early stage development of Naurex, Inc. (“Naurex”) in an all-cash transaction, which was accounted for as an asset acquisition. The Company received a purchase price reduction of $20.0 million in the nine months ended September 30, 2017 based on the settlement of an open contract dispute.

The Company recorded other-than-temporary impairment charges on other equity investments and cost method investments of $22.6 million and $26.1 million in the three and nine months ended September 30, 2017, respectively.2019.

The Company recognizes compensation expense for all share-based compensation awards made to employees and directors based on the fair value of the awards on the date of grant.

The Company recognizes share-based compensation expense for granted awards over the applicable vesting period.

~~Cash-settled performance-based awards are recorded as a liability. These cash-settled performance-based awards are measured against pre-established total shareholder returns metrics.~~

All restricted stock and restricted stock units (whether time-based or performance-based) are granted and expensed using the fair value per share on the applicable grant date, over the applicable vesting period. Non-qualified options to purchase ordinary shares are granted to employees at exercise prices per share equal to the closing market price per share on the date of grant. The fair value of non-qualified options is determined on the applicable grant dates using the Black-Scholes method of valuation and that amount is recognized as an expense over the vesting period. Using the Black-Scholes valuation model, the fair value of options is based on the following assumptions:

Share-based compensation expense recognized in the Company’s results of operations for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 was as follows ($ in millions):

In the three months ended September 30, 2017, the income in non-equity settled awards other was due to an actuarial reversal of $32.6 million based on the decline of the total shareholder return metrics. These awards are cash-settled and fair valued based on a pre-determined total shareholder return metric.

Included in the share-based compensation awards for the three and nine months ended September 30, 2018 and 2017 is the impact of accelerations and step-ups relating to the acquisition accounting treatment of outstanding awards acquired in the Zeltiq Acquisition, the acquisition of Allergan, Inc. (the “Allergan Acquisition”), and the acquisition of Forest Laboratories, Inc. (the “Forest Acquisition”) as follows ($ in millions):

Unrecognized future share-based compensation expense was ~~$368.5~~$354.9 million as of September 30, ~~2018, including $13.0 million from the Zeltiq Acquisition.~~2019. This amount will be recognized as an expense over a remaining weighted average period of 1.5 years. Share-based compensation is being amortized and charged to operations over the same period as the restrictions are eliminated for the participants, which is generally on a straight-line basis.

The following is a summary of equity award activity for unvested restricted stock and stock units in the period from December 31, ~~2017~~2018 through September 30, ~~2018~~2019 (in millions, except per share data):

The following is a summary of equity award activity for non-qualified options to purchase ordinary shares in the period from December 31, ~~2017~~2018 through September 30, ~~2018~~2019 (in millions, except per share data):

The increase in the aggregate intrinsic value of the options is primarily related to an increase in the Company’s stock from $133.66 as of December 31, 2018 to $168.29 as of September 30, 2019.

The Company’s businesses are organized into the following segments: US Specialized Therapeutics, US General Medicine and International. In addition, certain revenues and shared costs, and the results of corporate initiatives, are managed outside of the ~~three~~3 segments. During the second quarter of 2019, the Company changed the operational and management structure for its in-development calcitonin gene-related peptide (“CGRP”) receptors, Ubrogepant and Atogepant. These development products were previously reported within the US Specialized Therapeutics segment and have been transferred to the US General Medicine segment to align these development products with the management structure and reporting. The revenues and cost of sales related to these products in the prior periods were zero and any selling and marketing expenses and general and administrative expenses were de minimis and therefore it was not necessary to recast prior periods.

The Company evaluates segment performance based on segment contribution. Segment contribution for our segments represents net revenues less cost of sales (defined below), selling and marketing expenses, and select general and administrative expenses. The Company does not evaluate the following items at the segment level:

The Company defines segment net revenues as product sales and other revenue derived from ~~branded~~our products or licensing agreements.

Cost of sales within segment contribution includes standard production and packaging costs for the products we manufacture, third party acquisition costs for products manufactured by others, profit-sharing or royalty payments for products sold pursuant to licensing agreements and finished goods inventory reserve charges. Cost of sales within segment contribution excludes non-standard production costs, such as non-finished goods inventory obsolescence charges, manufacturing variances and excess capacity utilization charges, where applicable. Cost of sales does not include amortization or impairment costs for acquired product rights or other acquired intangibles.

Selling and marketing expenses consist mainly of personnel-related costs, product promotion costs, distribution costs, professional service costs, insurance, depreciation and travel costs.

General and administrative expenses consist mainly of personnel-related costs, facilities costs, transaction costs, insurance, depreciation, litigation costs and professional services costs which are general in nature and attributable to the segment.

Segment net revenues, segment operating expenses and segment contribution information consisted of the following for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

		Three Months Ended September 30, 2018													Three Months Ended September 30, 2019
		US Specialized Therapeutics			US General Medicine			International			Total				US Specialized Therapeutics			US General Medicine			International			Total
Net revenues		$	1,706.2		$	1,381.3		$	821.6		$	3,909.1			$	1,670.8		$	1,518.6		$	835.1		$	4,024.5

Operating expenses:
Cost of sales⁽¹⁾			143.0			219.6			130.7			493.3				151.1			245.2			144.6			540.9
Selling and marketing			313.7			233.2			206.0			752.9				389.5			261.2			226.9			877.6
General and administrative			47.3			37.7			35.1			120.1				50.1			45.0			26.0			121.1
Segment contribution		$	1,202.2		$	890.8		$	449.8		$	2,542.8			$	1,080.1		$	967.2		$	437.6		$	2,484.9
Contribution margin			70.5	%		64.5	%		54.7	%		65.0	%			64.6	%		63.7	%		52.4	%		61.7	%
Corporate⁽²⁾												273.0													1,067.3
Research and development												424.2													474.5
Amortization												1,588.5													1,537.7
In-process research and development impairments												-
Asset sales and impairments, net												(0.4	)												2.0
Operating income											$	257.5
Operating (loss)																								$	(596.6	)
Operating margin												6.6	%												(14.8	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Corporate includes net revenues of $2.3 million.
⁽²⁾Corporate includes net revenues of $26.2 million.														⁽²⁾Corporate includes net revenues of $26.2 million.

The following table presents our net revenue disaggregated by geography for our international segment for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

The following tables present global net revenues for the top products greater than 10% of total revenues of the Company as well as a reconciliation of segment revenues to total net revenues for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

	Three Months Ended September 30, 2018								Three Months Ended September 30, 2019
	US Specialized Therapeutics		US General Medicine		International		Total		US Specialized Therapeutics		US General Medicine		International		Total
Botox^®	$	623.4	$	-	$	256.3	$	879.7	$	669.2	$	-	$	259.5	$	928.7
Restasis^®		298.0		-		13.6		311.6		286.8		-		9.2		296.0
Juvederm^® Collection		127.2		-		138.6		265.8		134.8		-		144.7		279.5
Vraylar^®										-		234.6		-		234.6
Linzess^®/Constella^®		-		204.8		5.7		210.5		-		214.7		6.7		221.4
Lo Loestrin^®										-		161.4		-		161.4
Lumigan^®/Ganfort^®		78.0		-		94.8		172.8		67.5		-		89.7		157.2
Bystolic^® / Byvalson^®		-		151.2		0.5		151.7		-		152.2		0.6		152.8
Lo Loestrin^®		-		141.5		-		141.5
Vraylar^™		-		138.0		-		138.0
Alphagan^®/Combigan^®		95.4		-		40.5		135.9		90.9		-		40.4		131.3
Eye Drops		54.8		-		66.8		121.6		62.0		-		63.8		125.8
Viibryd^®/Fetzima^®										-		105.1		3.0		108.1
Ozurdex ^®										33.7		-		63.8		97.5
Alloderm ^®		105.8		-		1.0		106.8		95.0		-		2.1		97.1
Zenpep^®										-		74.2		0.7		74.9
Breast Implants		58.2		-		35.6		93.8		58.5		-		5.7		64.2
Viibryd^®/Fetzima^®		-		88.5		1.8		90.3
Coolsculpting ^® Consumables		55.5		-		14.2		69.7		40.4		-		21.6		62.0
Zenpep^®		-		62.1		-		62.1
Ozurdex ^®		28.6		-		25.8		54.4
Carafate ^® / Sulcrate ^®		-		53.4		0.7		54.1		-		55.1		0.8		55.9
Canasa^®/Salofalk^®		-		46.8		4.4		51.2
Armour Thyroid		-		48.0		-		48.0		-		54.4		-		54.4
Viberzi^®		-		46.8		0.3		47.1		-		50.1		0.6		50.7
Teflaro^®										-		38.4		2.1		40.5
Skin Care										36.1		-		4.0		40.1
Saphris^®										-		34.5		-		34.5
Avycaz^®										-		29.6		-		29.6
Dalvance^®										-		23.2		1.4		24.6
Coolsculpting ^® Systems & Add On Applicators										12.6		-		11.4		24.0
Savella^®										-		24.0		-		24.0
Namzaric^®										-		22.4		-		22.4
Liletta^®										-		19.9		-		19.9
Asacol^®/Delzicol^®		-		32.1		10.9		43.0		-		11.9		7.2		19.1
Coolsculpting ^® Systems & Add On Applicators		29.4		-		8.3		37.7
Saphris^®		-		36.4		-		36.4
Teflaro^®		-		33.4		-		33.4
Namzaric^®		-		28.0		-		28.0
Avycaz^®		-		24.7		-		24.7
Savella^®		-		22.4		-		22.4
Canasa^®/Salofalk^®										-		5.8		4.4		10.2
Rapaflo^®		20.5		-		1.8		22.3		5.2		-		1.5		6.7
SkinMedica^®		19.9		-		1.7		21.6
Kybella^® / Belkyra^®										5.3		-		0.3		5.6
Namenda^®										-		4.0		-		4.0
Aczone^®		17.4		-		0.1		17.5		3.4		-		-		3.4
Namenda XR^®		-		16.2		-		16.2
Lexapro^®		-		15.6		-		15.6
Estrace^® Cream		-		14.8		-		14.8
Latisse^®		12.3		-		2.0		14.3
Liletta^®		-		12.7		-		12.7
Tazorac^®		9.3		-		0.2		9.5
Dalvance^®		-		9.2		-		9.2
Kybella^® / Belkyra^®		5.2		-		1.6		6.8
Minastrin^® 24		-		0.6		-		0.6
Other		67.3		154.1		94.4		315.8		69.4		203.1		89.9		362.4
Total segment revenues	$	1,706.2	$	1,381.3	$	821.6	$	3,909.1	$	1,670.8	$	1,518.6	$	835.1	$	4,024.5
Corporate revenues								2.3								26.2
Total net revenues							$	3,911.4							$	4,050.7

	Nine Months Ended September 30, 2019
	US Specialized Therapeutics		US General Medicine		International			Total
Botox^®	$	1,995.7	$	-	$	775.4		$	2,771.1
Juvederm^® Collection		421.1		-		475.2			896.3
Restasis^®		829.4		-		31.5			860.9
Linzess^®/Constella^®		-		572.0		17.0			589.0
Vraylar^®		-		574.4		-			574.4
Lumigan^®/Ganfort^®		187.3		-		265.2			452.5
Lo Loestrin^®		-		432.7		-			432.7
Bystolic^® / Byvalson^®		-		431.0		1.5			432.5
Alphagan^®/Combigan^®		265.5		-		118.9			384.4
Eye Drops		169.2		-		176.5			345.7
Viibryd^®/Fetzima^®		-		297.9		7.8			305.7
Ozurdex ^®		93.9		-		207.9			301.8
Alloderm ^®		291.2		-		5.9			297.1
Coolsculpting ^® Consumables		148.9		-		59.7			208.6
Zenpep^®		-		207.2		0.7			207.9
Breast Implants		187.3		-		(14.5	)		172.8
Carafate ^® / Sulcrate ^®		-		165.6		2.1			167.7
Armour Thyroid		-		161.1		-			161.1
Viberzi^®		-		138.1		1.2			139.3
Skin Care		113.4		-		10.4			123.8
Teflaro^®		-		108.9		2.3			111.2
Saphris^®		-		99.0		-			99.0
Asacol^®/Delzicol^®		-		68.2		27.2			95.4
Avycaz^®		-		86.0		-			86.0
Coolsculpting ^® Systems & Add On Applicators		45.9		-		33.6			79.5
Namzaric^®		-		68.4		-			68.4
Savella^®		-		67.0		-			67.0
Dalvance^®		-		55.5		3.6			59.1
Liletta^®		-		56.6		-			56.6
Canasa^®/Salofalk^®		-		24.0		12.1			36.1
Rapaflo^®		21.5		-		3.5			25.0
Kybella^® / Belkyra^®		21.1		-		2.5			23.6
Namenda^®		-		19.6		-			19.6
Aczone^®		6.8		-		-			6.8
Other		200.6		591.0		257.1			1,048.7
Total segment revenues	$	4,998.8	$	4,224.2	$	2,484.3		$	11,707.3
Corporate revenues									30.6
Total net revenues								$	11,737.9

	Nine Months Ended September 30, 2018								Three Months Ended September 30, 2018
	US Specialized Therapeutics		US General Medicine		International		Total		US Specialized Therapeutics		US General Medicine		International		Total
Botox^®	$	1,854.4	$	-	$	777.1	$	2,631.5	$	623.4	$	-	$	256.3	$	879.7
Restasis^®		872.0		-		47.9		919.9		298.0		-		13.6		311.6
Juvederm^® Collection		389.8		-		440.8		830.6		127.2		-		138.6		265.8
Linzess^®/Constella^®		-		555.9		17.7		573.6		-		204.8		5.7		210.5
Lumigan^®/Ganfort^®		217.8		-		295.7		513.5		78.0		-		94.8		172.8
Bystolic^® / Byvalson^®		-		432.1		1.6		433.7		-		151.2		0.5		151.7
Lo Loestrin^®										-		141.5		-		141.5
Vraylar^®										-		138.0		-		138.0
Alphagan^®/Combigan^®		277.7		-		129.3		407.0		95.4		-		40.5		135.9
Lo Loestrin^®		-		383.9		-		383.9
Eye Drops		154.8		-		208.0		362.8		54.8		-		66.8		121.6
Vraylar^™		-		336.6		-		336.6
Alloderm ^®		312.4		-		5.5		317.9		105.8		-		1.0		106.8
Breast Implants		194.8		-		119.6		314.4		58.2		-		35.6		93.8
Viibryd^®/Fetzima^®		-		246.9		4.9		251.8		-		88.5		1.8		90.3
Ozurdex ^®		81.7		-		158.1		239.8
Coolsculpting ^® Consumables		180.8		-		40.8		221.6		55.5		-		14.2		69.7
Zenpep^®		-		170.5		-		170.5		-		62.1		-		62.1
Ozurdex ^®										28.6		-		25.8		54.4
Carafate ^® / Sulcrate ^®		-		163.7		2.1		165.8		-		53.4		0.7		54.1
Canasa^®/Salofalk^®										-		46.8		4.4		51.2
Armour Thyroid		-		145.4		-		145.4		-		48.0		-		48.0
Canasa^®/Salofalk^®		-		130.4		13.1		143.5
Viberzi^®										-		46.8		0.3		47.1
Asacol^®/Delzicol^®		-		102.9		35.0		137.9		-		32.1		10.9		43.0
Viberzi^®		-		127.6		0.7		128.3
Coolsculpting ^® Systems & Add On Applicators		99.5		-		21.8		121.3		29.4		-		8.3		37.7
Saphris^®		-		102.9		-		102.9		-		36.4		-		36.4
Skin Care										32.2		-		3.7		35.9
Teflaro^®		-		98.0		0.6		98.6		-		33.4		-		33.4
Namzaric^®		-		93.2		-		93.2		-		28.0		-		28.0
Avycaz^®		-		70.0		-		70.0		-		24.7		-		24.7
Savella^®										-		22.4		-		22.4
Rapaflo^®		63.0		-		4.6		67.6		20.5		-		1.8		22.3
SkinMedica^®		58.8		-		5.3		64.1
Savella^®		-		61.4		-		61.4
Namenda XR^®		-		60.1		-		60.1
Aczone^®		54.5		-		0.3		54.8		17.4		-		0.1		17.5
Latisse^®		39.6		-		6.3		45.9
Lexapro^®		-		44.8		-		44.8
Namenda^®										-		16.3		-		16.3
Liletta^®										-		12.7		-		12.7
Dalvance^®		-		38.8		1.3		40.1		-		9.2		-		9.2
Liletta^®		-		36.3		-		36.3
Estrace^® Cream		-		34.3		-		34.3
Kybella^® / Belkyra^®		24.6		-		5.3		29.9		5.2		-		1.6		6.8
Tazorac^®		25.1		-		0.6		25.7
Minastrin^® 24		-		6.6		-		6.6
Other		210.2		482.7		290.5		983.4		76.6		185.0		94.6		356.2
Total segment revenues	$	5,111.5	$	3,925.0	$	2,634.5	$	11,671.0	$	1,706.2	$	1,381.3	$	821.6	$	3,909.1
Corporate revenues								36.7								2.3
Total net revenues							$	11,707.7							$	3,911.4

Three Months Ended September 30, 2017

US Specialized
Therapeutics

US General
Medicine

International

Total

Botox^®

$
558.6

$
-

$
215.9

$
774.5

Restasis^®

366.8

-

15.5

382.3

Juvederm^® Collection

115.6

-

126.5

242.1

Linzess^®/Constella^®

-

190.9

5.7

196.6

Lumigan^®/Ganfort^®

83.3

-

91.5

174.8

Bystolic^® / Byvalson^®

-

164.2

0.5

164.7

Alphagan^®/Combigan^®

92.7

-

43.4

136.1

Eye Drops

53.7

-

71.2

124.9

Lo Loestrin^®

-

120.0

-

120.0

Namenda XR^®

-

114.3

-

114.3

Estrace^® Cream

-

101.6

-

101.6

Breast Implants

58.0

-

38.1

96.1

Viibryd^®/Fetzima^®

-

86.5

1.0

87.5

Alloderm ^®

84.6

-

1.5

86.1

Vraylar^™

-

80.2

-

80.2

Ozurdex ^®

24.6

-

50.2

74.8

Coolsculpting ^® Consumables

50.3

-

13.8

64.1

Asacol^®/Delzicol^®

-

49.5

11.9

61.4

Carafate ^® / Sulcrate ^®

-

58.7

0.7

59.4

Zenpep^®

-

56.8

-

56.8

Aczone^®

46.7

-

0.2

46.9

Canasa^®/Salofalk^®

-

39.0

4.6

43.6

Coolsculpting ^® Systems & Add On Applicators

33.1

-

10.2

43.3

Viberzi^®

-

40.9

0.2

41.1

Armour Thyroid

-

38.5

-

38.5

Saphris^®

-

37.2

-

37.2

Namzaric^®

-

37.0

-

37.0

Rapaflo^®

28.3

-

1.8

30.1

Teflaro^®

-

29.1

-

29.1

Savella^®

-

24.0

-

24.0

SkinMedica^®

18.7

-

1.4

20.1

Avycaz^®

-

16.9

-

16.9

Dalvance^®

-

16.1

-

16.1

Latisse^®

13.6

-

1.9

15.5

Tazorac^®

15.1

-

0.1

15.2

Lexapro^®

-

12.9

-

12.9

Kybella^® / Belkyra^®

9.6

-

1.6

11.2

Liletta^®

-

9.3

-

9.3

Minastrin^® 24

-

3.6

-

3.6

Other

71.5

170.2

98.4

340.1

Total segment revenues

$
1,724.8

$
1,497.4

$
807.8

$
4,030.0

Corporate revenues

4.3

Total net revenues

$
4,034.3

	Nine Months Ended September 30, 2017								Nine Months Ended September 30, 2018
	US Specialized Therapeutics		US General Medicine		International		Total		US Specialized Therapeutics		US General Medicine		International		Total
Botox^®	$	1,642.0	$	-	$	662.6	$	2,304.6	$	1,854.4	$	-	$	777.1	$	2,631.5
Restasis^®		1,012.0		-		46.7		1,058.7		872.0		-		47.9		919.9
Juvederm^® Collection		361.6		-		386.0		747.6		389.8		-		440.8		830.6
Linzess^®/Constella^®		-		506.3		16.1		522.4		-		555.9		17.7		573.6
Lumigan^®/Ganfort^®		236.6		-		271.8		508.4		217.8		-		295.7		513.5
Bystolic^® / Byvalson^®		-		454.7		1.5		456.2		-		432.1		1.6		433.7
Alphagan^®/Combigan^®		275.5		-		128.4		403.9		277.7		-		129.3		407.0
Lo Loestrin^®										-		383.9		-		383.9
Eye Drops		152.2		-		207.2		359.4		154.8		-		208.0		362.8
Namenda XR^®		-		355.0		-		355.0
Lo Loestrin^®		-		332.8		-		332.8
Vraylar^®										-		336.6		-		336.6
Alloderm ^®										312.4		-		5.5		317.9
Breast Implants		173.6		-		116.8		290.4		194.8		-		119.6		314.4
Estrace^® Cream		-		265.1		-		265.1
Viibryd^®/Fetzima^®		-		244.2		2.1		246.3		-		246.9		4.9		251.8
Alloderm ^®		223.3		-		5.0		228.3
Ozurdex ^®		72.0		-		152.5		224.5		81.7		-		158.1		239.8
Vraylar^™		-		200.1		-		200.1
Coolsculpting ^® Consumables										180.8		-		40.8		221.6
Zenpep^®										-		170.5		-		170.5
Carafate ^® / Sulcrate ^®										-		163.7		2.1		165.8
Armour Thyroid										-		145.4		-		145.4
Canasa^®/Salofalk^®										-		130.4		13.1		143.5
Asacol^®/Delzicol^®		-		152.7		36.8		189.5		-		102.9		35.0		137.9
Carafate ^® / Sulcrate ^®		-		176.6		2.1		178.7
Zenpep^®		-		153.8		-		153.8
Canasa^®/Salofalk^®		-		115.7		13.3		129.0
Viberzi^®										-		127.6		0.7		128.3
Coolsculpting ^® Systems & Add On Applicators										99.5		-		21.8		121.3
Skin Care										98.4		-		11.6		110.0
Saphris^®										-		102.9		-		102.9
Teflaro^®										-		98.0		0.6		98.6
Namzaric^®										-		93.2		-		93.2
Avycaz^®										-		70.0		-		70.0
Rapaflo^®										63.0		-		4.6		67.6
Savella^®										-		61.4		-		61.4
Namenda^®										-		60.3		-		60.3
Aczone^®		128.3		-		0.3		128.6		54.5		-		0.3		54.8
Coolsculpting ^® Consumables		98.2		-		26.3		124.5
Armour Thyroid		-		117.8		-		117.8
Saphris^®		-		117.5		-		117.5
Viberzi^®		-		113.7		0.3		114.0
Namzaric^®		-		94.0		-		94.0
Teflaro^®		-		92.7		-		92.7
Rapaflo^®		79.9		-		5.5		85.4
Coolsculpting ^® Systems & Add On Applicators		64.1		-		20.4		84.5
Savella^®		-		74.3		-		74.3
SkinMedica^®		72.1		-		1.4		73.5
Minastrin^® 24		-		56.1		-		56.1
Tazorac^®		51.3		-		0.5		51.8
Latisse^®		40.5		-		6.2		46.7
Avycaz^®		-		42.7		-		42.7
Dalvance^®										-		38.8		1.3		40.1
Liletta^®										-		36.3		-		36.3
Kybella^® / Belkyra^®		37.4		-		5.1		42.5		24.6		-		5.3		29.9
Dalvance^®		-		40.9		1.2		42.1
Lexapro^®		-		39.4		-		39.4
Liletta^®		-		23.1		-		23.1
Other		201.2		501.7		287.5		990.4		235.3		568.2		291.1		1,094.6
Total segment revenues	$	4,921.8	$	4,270.9	$	2,403.6	$	11,596.3	$	5,111.5	$	3,925.0	$	2,634.5	$	11,671.0
Corporate revenues								18.3								36.7
Total net revenues							$	11,614.6							$	11,707.7

In connection with the proposed AbbVie Transaction, the Company is actively seeking to divest Zenpep, with any such divestiture contingent on the closing of the AbbVie Transaction.

On July 24, 2019, the Company announced a voluntary worldwide recall of BIOCELL® textured breast implants and tissue expanders as a precaution following notification of recently updated global safety information concerning the uncommon incidence of breast implant-associated anaplastic large cell lymphoma (BIA-ALCL) provided by the U.S. Food and Drug Administration (“FDA”).

In connection with the voluntary recall, the Company recorded an unfavorable adjustment to operating income of $114.8 million for the nine months ended September 30, 2019. Of this amount, $43.5 million related to estimated customer returns of product ~~represents ten percent or more~~previously sold and was recorded as a reduction of ~~total~~ net ~~revenues.~~revenues, $61.3 million related to write-offs of inventory and other costs and was recorded in cost of sales, and $10.0 million related to the estimated penalties and costs to undertake the voluntary recall was recorded in selling, general and administrative expense.

Inventories consist of finished goods held for sale and distribution, raw materials and work-in-process. Inventories are stated at the lower of cost (first-in, first-out method) or ~~market (net~~net realizable ~~value).~~value. The Company writes down inventories to net realizable value based on forecasted demand, market conditions or other factors, which may differ from actual results.

In connection with the voluntary recall of BIOCELL^® textured breast implants and tissue expanders, the Company recorded a $61.3 million charge in Cost of Sales, including $42.1 million to write down inventory held by the Company related to the recall, as of September 30, 2019.

Accounts payable and accrued expenses consisted of the following ($ in millions):

Goodwill for the Company’s reporting segments consisted of the following ($ in millions):

During the second quarter of 2019, the Company changed the operational and management structure for its in-development CGRP receptors, Ubrogepant and Atogepant. The development products were previously reported within the US Specialized Therapeutics segment and have been transferred to the US General Medicine segment to align these development products with the management structure and reporting. These development products were acquired as part of an asset acquisition and were therefore expensed in prior years. Goodwill of $340.0 million was re-allocated from the US Specialized Therapeutics segment to the US General Medicine segment based on relative fair value as of June 30, 2019. As a result of the transfer of these development projects, the Company performed its annual goodwill impairment test, both prior to and after, transfer.

The Company performed its annual goodwill impairment test during the second quarter of 2019 by quantitatively evaluating its 5 Reporting Units. As of June 30, 2019, the net asset value of the General Medicine Reporting Unit exceeded its fair value prior to the transfer of the products noted above and the Company recorded a $1,085.8 million goodwill impairment charge to its General Medicine Reporting Unit. The charge is due in part to delays in the clinical studies as well as a reduction in the expected value of certain R&D projects.

As of June 30, 2019 the fair value of each of the Company’s other four reporting units exceeded its fair value by less than five percent except for the U.S. Botox Therapeutic Reporting Unit. The General Medicine Reporting Unit, International Reporting Unit, US Eye Care Reporting Unit and US Medical Aesthetics Reporting Unit were the most sensitive to change in future valuation assumptions. The Company’s US Eye Care Reporting Unit and US Medical Aesthetics Reporting Unit, which are components of its US Specialized Therapeutics Segment, have an allocated goodwill balance of $9,824.8 million and $7,698.8 million, respectively. While management believes the assumptions used are reasonable and commensurate with the views of a market participant, changes in key assumptions for these Reporting Units, including increasing the discount rate, lowering revenue forecasts, lowering the operating margin, R&D pipeline delays, or lowering the long-term growth rate could result in a future impairment. Other market factors and conditions could also result in downward revisions of the Company’s forecasts on future projected cash flows for these reporting units. Negative events regarding R&D pipeline assets including, but not limited to, Abicipar, Atogepant, Bimatoprost SR, Ceniciviroc, and Ubrogepant, as well as next generation aesthetic products, could lead to further goodwill impairment charges. As a result of the proposed AbbVie Transaction, a component of the Company’s implied enterprise value contemplates the share price of AbbVie as attributed to the Company. If the AbbVie share price were to decline, the overall consideration associated with the AbbVie Transaction could be reduced which could result in a future goodwill impairment triggering event.

In performing the annual impairment test, the Company utilized discount rates ranging from 9.5% to 11.0%, which were consistent with the rates utilized in the impairment testing performed in the first quarter of 2019. These rates increased versus the prior year annual testing discount rates of 8.5% to 10.0% to reflect changes in market conditions. The Company also reduced long-term growth rate assumptions consistent with the implied enterprise value. The assumptions used in evaluating goodwill for impairment are significant estimates, are subject to change, are assessed against historical performance by management and could result in additional impairment charges.

As of December 31, 2018, the net asset value of the General Medicine Reporting Unit equaled fair value. On March 6, 2019, Allergan announced negative topline results from three pivotal studies of rapastinel as an adjunctive treatment of Major Depressive Disorder (MDD). These results represented a triggering event to perform an impairment test for the Company’s General Medicine Reporting Unit. During the first quarter of 2019, primarily as a result of the impairment test noted above and a delay in clinical studies and anticipated launch of brazikumab, the Company recorded a $2,467.0 million goodwill impairment charge to its General Medicine Reporting Unit.

As of September 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the gross balance of goodwill, prior to the consideration of impairments, was ~~$49,473.7~~$48,476.7 million and ~~$49,880.2~~$48,771.7 million, respectively.

Product rights and other intangible assets consisted of the following ($ in millions):

During the second quarter of 2019, the Company performed its annual IPR&D impairment test and based on events occurring or decisions made within the quarter ended June 30, 2019, the Company recorded the following impairments:

The Company divested net product rights and other intangibles of $205.4 million as part of the divestiture of the Medical Dermatology business to Almirall, S.A.

During the second quarter of 2018, the Company performed its annual IPR&D impairment test and based on events occurring or decisions made within the quarter ended June 30, 2018, the Company recorded the following impairments:

In addition to the Company’s annual IPR&D impairment test, the Company impaired its ~~RAR-related~~retinoic acid receptor-related orphan receptor gamma (“RORyt”) IPR&D project obtained as part of the ~~acquisition of~~ Vitae ~~Pharmaceuticals, Inc.~~Acquisition by $522.0 million as a result of negative clinical data related to the oral psoriasis indication received in March 2018.

~~During the second quarter of 2017, the Company performed its annual IPR&D impairment test and recorded the following IPR&D impairments:~~

~~In addition to the Company’s annual IPR&D impairment test, the Company noted the following impairments based on triggering events during the nine months ended September 30, 2017:~~

Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense on product rights and other related intangibles as of September 30, ~~2018~~2019 over the remainder of ~~2018~~2019 and each of the next five years is estimated to be as follows ($ in millions):

The above amortization expense is an estimate. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, finalization of preliminary fair value estimates, potential impairments, accelerated amortization or other events. Additional amortization may occur as products are approved. In addition, the Company has certain currently marketed products for which operating contribution performance has been below that which was originally assumed in the products’ initial valuations, and certain IPR&D projects which are subject to delays in timing or other events which may negatively impact the asset’s value. The Company, on a quarterly basis, monitors the related intangible assets for these products for potential impairments. It is reasonably possible that impairments may occur in future periods, which may have a material adverse effect on the Company’s results of operations and financial position.

			Balance As of						Fair Market Value As of								Balance As of						Fair Market Value As of
	Issuance Date / Acquisition Date	Interest Payments	September 30, 2018			December 31, 2017			September 30, 2018		December 31, 2017			Guarantor	Issuance Date / Acquisition Date	Interest Payments	September 30, 2019			December 31, 2018			September 30, 2019		December 31, 2018
Senior Notes:
Floating Rate Notes
$500.0 million floating rate notes due March 12, 2018 ⁽¹⁾	March 4, 2015	Quarterly	$	-		$	500.0		$	-	$	500.6
$500.0 million floating rate notes due March 12, 2020 ⁽²⁾	March 4, 2015	Quarterly		500.0			500.0			504.7		508.1
$500.0 million floating rate notes due March 12, 2020 ⁽¹⁾														⁽⁴⁾	March 4, 2015	Quarterly		500.0			500.0			502.1		501.9
				500.0			1,000.0			504.7		1,008.7						500.0			500.0			502.1		501.9
Fixed Rate Notes
$3,000.0 million 2.350% notes due March 12, 2018	March 4, 2015	Semi-annually		-			3,000.0			-		3,001.9
$250.0 million 1.350% notes due March 15, 2018	March 17, 2015	Semi-annually		-			250.0			-		249.7
$500.0 million 2.450% notes due June 15, 2019	June 10, 2014	Semi-annually		491.2			500.0			489.6		499.7
$3,500.0 million 3.000% notes due March 12, 2020	March 4, 2015	Semi-annually		3,050.6			3,500.0			3,044.4		3,528.4		⁽⁴⁾	March 4, 2015	Semi-annually		2,526.0			2,706.7			2,533.5		2,694.8
$650.0 million 3.375% notes due September 15, 2020	March 17, 2015	Semi-annually		650.0			650.0			650.1		661.3		⁽⁵⁾	March 17, 2015	Semi-annually		650.0			650.0			655.5		648.7
$750.0 million 4.875% notes due February 15, 2021	July 1, 2014	Semi-annually		450.0			450.0			460.9		474.3		⁽⁶⁾	July 1, 2014	Semi-annually		450.0			450.0			464.8		459.4
$1,200.0 million 5.000% notes due December 15, 2021	July 1, 2014	Semi-annually		1,200.0			1,200.0			1,243.6		1,282.6		⁽⁶⁾	July 1, 2014	Semi-annually		1,200.0			1,200.0			1,268.6		1,234.8
$3,000.0 million 3.450% notes due March 15, 2022	March 4, 2015	Semi-annually		2,940.5			3,000.0			2,918.7		3,044.5		⁽⁴⁾	March 4, 2015	Semi-annually		2,878.2			2,940.5			2,955.3		2,891.0
$1,700.0 million 3.250% notes due October 1, 2022	October 2, 2012	Semi-annually		1,700.0			1,700.0			1,667.5		1,703.0		⁽⁵⁾	October 2, 2012	Semi-annually		1,700.0			1,700.0			1,739.0		1,652.2
$350.0 million 2.800% notes due March 15, 2023	March 17, 2015	Semi-annually		350.0			350.0			333.4		341.6		⁽⁵⁾	March 17, 2015	Semi-annually		350.0			350.0			352.9		332.8
$1,200.0 million 3.850% notes due June 15, 2024	June 10, 2014	Semi-annually		1,136.7			1,200.0			1,125.2		1,232.3		⁽⁴⁾	June 10, 2014	Semi-annually		1,036.7			1,036.7			1,090.2		1,021.0
$4,000.0 million 3.800% notes due March 15, 2025	March 4, 2015	Semi-annually		3,127.5			4,000.0			3,055.0		4,067.1		⁽⁴⁾	March 4, 2015	Semi-annually		3,020.7			3,027.5			3,167.0		2,956.0
$2,500.0 million 4.550% notes due March 15, 2035	March 4, 2015	Semi-annually		2,040.0			2,500.0			1,976.7		2,631.9		⁽⁴⁾	March 4, 2015	Semi-annually		1,789.0			1,789.0			1,909.5		1,690.7
$1,000.0 million 4.625% notes due October 1, 2042	October 2, 2012	Semi-annually		456.7			456.7			424.8		471.2		⁽⁵⁾	October 2, 2012	Semi-annually		456.7			456.7			467.3		412.4
$1,500.0 million 4.850% notes due June 15, 2044	June 10, 2014	Semi-annually		1,300.9			1,500.0			1,281.1		1,606.2		⁽⁴⁾	June 10, 2014	Semi-annually		1,079.4			1,079.4			1,149.8		1,019.1
$2,500.0 million 4.750% notes due March 15, 2045	March 4, 2015	Semi-annually		1,089.4			1,200.0			1,056.6		1,277.3		⁽⁴⁾	March 4, 2015	Semi-annually		881.0			881.0			937.3		836.6
				19,983.5			25,456.7			19,727.6		26,073.0						18,017.7			18,267.5			18,690.7		17,849.5

Euro Denominated Notes
€700.0 million floating rate notes due June 1, 2019 ⁽²⁾														⁽⁴⁾	May 26, 2017	Quarterly		-			802.7			-		794.9
€700.0 million floating rate notes due November 15, 2020 ⁽³⁾														⁽⁴⁾	November 15, 2018	Quarterly		762.9			802.7			766.3		791.3
€750.0 million 0.500% notes due June 1, 2021	May 26, 2017	Annually		870.3			900.4			877.4		895.8		⁽⁴⁾	May 26, 2017	Annually		817.4			860.0			827.2		849.7
€500.0 million 1.500% notes due November 15, 2023														⁽⁴⁾	November 15, 2018	Annually		545.0			573.4			576.9		572.4
€700.0 million 1.250% notes due June 1, 2024	May 26, 2017	Annually		812.3			840.4			807.1		831.1		⁽⁴⁾	May 26, 2017	Annually		762.9			802.7			796.2		775.5
€500.0 million 2.625% notes due November 15, 2028														⁽⁴⁾	November 15, 2018	Annually		545.0			573.4			627.8		573.4
€550.0 million 2.125% notes due June 1, 2029	May 26, 2017	Annually		638.2			660.3			626.1		657.8		⁽⁴⁾	May 26, 2017	Annually		599.4			630.7			663.0		594.7
€700.0 million floating rate notes due June 1, 2019 ⁽³⁾	May 26, 2017	Quarterly		812.3			840.4			816.9		837.2
				3,133.1			3,241.5			3,127.5		3,221.9						4,032.6			5,045.6			4,257.4		4,951.9
Total Senior Notes Gross				23,616.6			29,698.2			23,359.8		30,303.6						22,550.3			23,813.1			23,450.2		23,303.3
Unamortized premium				70.4			88.9			-		-						45.9			64.3			-		-
Unamortized discount				(67.7	)		(81.7	)		-		-						(56.9	)		(64.5	)		-		-
Total Senior Notes Net			$	23,619.3		$	29,705.4		$	23,359.8	$	30,303.6					$	22,539.3		$	23,812.9		$	23,450.2	$	23,303.3
Other Indebtedness
Debt Issuance Costs				(93.0	)		(121.5	)										(77.4	)		(92.1	)
Margin Loan				-			459.0
Other				49.2			29.7											63.3			69.3
Total Other Borrowings				(43.8	)		367.2											(14.1	)		(22.8	)
Capital Leases				7.9			2.7
Capital Leases ⁽⁷⁾																	n.a.				7.6
Total Indebtedness			$	23,583.4		$	30,075.3										$	22,525.2		$	23,797.7

⁽¹⁾ Interest on the 2018 floating rate note was three month USD LIBOR plus 1.080% per annum
⁽²⁾ Interest on the 2020 floating rate note is three month USD LIBOR plus 1.255% per annum
⁽³⁾ Interest on the 2019 floating rate notes is the three month EURIBOR plus 0.350% per annum
⁽¹⁾ Interest on the 2020 floating rate note is three month USD LIBOR plus 1.255% per annum													⁽¹⁾ Interest on the 2020 floating rate note is three month USD LIBOR plus 1.255% per annum
⁽²⁾ Interest on the 2019 floating rate notes is the three month EURIBOR plus 0.350% per annum													⁽²⁾ Interest on the 2019 floating rate notes is the three month EURIBOR plus 0.350% per annum
⁽³⁾ Interest on the 2020 floating rate notes is the three month EURIBOR plus 0.350% per annum													⁽³⁾ Interest on the 2020 floating rate notes is the three month EURIBOR plus 0.350% per annum
⁽⁴⁾ Guaranteed by Warner Chilcott Limited, Allergan Capital S.à r.l. and Allergan Finance, LLC													⁽⁴⁾ Guaranteed by Warner Chilcott Limited, Allergan Capital S.à r.l. and Allergan Finance, LLC
⁽⁵⁾ Guaranteed by Allergan plc and Warner Chilcott Limited													⁽⁵⁾ Guaranteed by Allergan plc and Warner Chilcott Limited
⁽⁶⁾ Guaranteed by Allergan plc													⁽⁶⁾ Guaranteed by Allergan plc
⁽⁷⁾ The Company adopted ASU No. 2016-02 which changed the recognition of leases on the balance sheet. As of January 1, 2019, capital leases are no longer recognized within long-term debt.													⁽⁷⁾ The Company adopted ASU No. 2016-02 which changed the recognition of leases on the balance sheet. As of January 1, 2019, capital leases are no longer recognized within long-term debt.

Fair market value in the table above is determined in accordance with Fair Value Leveling (defined below) under Level 2 based upon quoted prices for similar items in active markets.

Companies are required to use a fair value hierarchy as defined in ASC Topic 820 “Fair Value Measurement,” (“ASC 820”) which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value (“Fair Value Leveling”). There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest:

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, 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. The Level 3 assets are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants.

The following represents the significant activity during the nine months ended September 30, ~~2018~~2019 to the Company’s total indebtedness:

As of September 30, ~~2018,~~2019, annual debt maturities of senior notes gross were as follows ($ in millions):

Amounts represent total anticipated cash payments assuming scheduled repayments.

Leases are accounted for under ASC Topic 842. The Company has entered into various lease contracts, mainly operating leases for the use of real estate, fleet, and operating equipment. The Company leases certain assets to limit exposure to the risks of ownership as well as to reduce administrative burdens inherent in the ownership of assets.

The remaining terms for leases other than real estate leases are between 1 and 9 years as of September 30, 2019. For real estate leases, the remaining lease terms are between 1 and 14 years as of September 30, 2019.

The Company has an option for certain lease contracts, mainly for real estate lease contracts, to renew the lease term beyond the noncancelable lease period. The payments associated with the renewal will only be included in the measurement of the lease liability and ROU asset if the exercise of the renewal option is determined to be reasonably certain. The Company considers the timing of the renewal period and other economic factors such as the financial consequences of a decision to extend or not to extend a lease in determining if the renewal option is reasonably certain to be exercised.

The Company is primarily a lessee, not a lessor. The Company discounts future lease payments to calculate the present value when determining the lease classification and measuring the lease liability. The rate utilized is either the implicit rate or the incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the consolidated group incremental borrowing rate for all leases as the Company has centralized treasury operations.

The Company does not have any material residual value guarantee terms in its lease contracts. The Company does not have material variable leases.

The Company has chosen to separate lease and non-lease components for its plant operations and research and development equipment. The Company allocates the contract consideration to the lease component using the standalone price from our supplier.

As of September 30, 2019, the Company had the following operating ROU assets and lease liabilities ($ in millions):

For the three and nine months ended September 30, 2019, the Company noted the following lease expense ($ in millions):

As of September 30, 2019, the Company had the following lease commitments ($ in millions):

As of September 30, 2019, the weighted average remaining lease term for operating leases was 7.7 years with a weighted average discount rate of 2.5%.

The ROU assets obtained in exchange for operating lease obligations were $45.8 million and $109.6 million, respectively, for the three and nine months ended September 30, 2019. The cash paid for amounts included in the measurement of operating lease liabilities were $28.0 million and $102.4 million, respectively, for the three and nine months ended September 30, 2019.

As of December 31, 2018, the Company had operating leases for certain facilities, vehicles and equipment. Total property rental expense for operating leases for the year ended December 31, 2018 was $63.2 million. Total fleet rental expense for operating leases for the year ended December 31, 2018 was $41.1 million. The Company also had de minimis capital leases for certain facilities and equipment. As of December 31, 2018, the future anticipated property lease rental payments under both capital and operating leases that had remaining terms in excess of one year were ($ in millions):

The Company’s effective tax rate for the nine months ended September 30, ~~2018~~2019 was ~~37.5%~~a provision of 5.3%, compared to ~~27.6%~~a benefit of 37.5% for the nine months ended September 30, ~~2017.~~ 2018. The effective tax rate for the nine months ended September 30, 2019 was favorably impacted by tax benefits of $118.0 million related to excess tax over book basis in a U.S. subsidiary that will reverse in the foreseeable future, $73.5 million related to the Namenda settlement, $47.0 million related to changes in the applicable tax rates on certain temporary differences, $50.8 million for a U.S. capital loss and $107.3 million related to the impairment of certain intangible assets. The effective tax rate was unfavorably impacted by a tax charge of $600.0 million to establish a valuation allowance on certain non-U.S. deferred tax assets, $50.8 million related to uncertain tax positions and the goodwill impairment charge of $3,552.8 million, for which 0 tax benefit was recorded.

The effective tax rate for the nine months ended September 30, 2018 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses tax benefited at rates greater than the Irish statutory rate. This was offset by the additional U.S. tax on the earnings of certain non-U.S. subsidiaries which are considered Global Intangible Low Taxed Income (“GILTI”) and the tax impact of amortization of intangible assets at rates less than the Irish statutory rate. Additionally, the tax benefit for the nine months ended September 30, 2018 included tax benefits of $421.9 million related to the restructuring of an acquired business, $231.0 million related to the impairment of certain intangible assets and $79.8 million related to excess tax over book basis in a U.S. subsidiary expected to reverse in the foreseeable future. This was partially offset by tax detriments of $113.2 million due to the sale of the medical dermatology business and $86.5 million related to a change in the applicable tax rate on certain temporary differences.

The Company evaluates the realizability of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization include the Company’s forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could significantly impact the Company’s effective tax rate for the nine months ended September 30, 2017 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses, including the impairment of intangible assets, tax benefited at rates greater than the Irish statutory rate. The tax benefits related to the impairment of intangible assets recorded during the nine months ended September 30, 2017 were $1,805.9 million. The effective tax rate was unfavorably impacted by pre-tax charges for the impairment of the Company’s investment in Teva Shares of $3,273.5 million and the tax impact of amortization of intangible assets, both at rates less than the Irish statutory rate. During the nine months ended September 30, 2017, the Company determined that a temporary difference related to excess tax over book basis in a U.S. subsidiary will reverse in the foreseeableon future ~~and recorded a corresponding tax benefit of $175.0 million.~~earnings.

For the year ended December 31, 2017, the income tax effects of the Tax Cuts and Jobs Act (“TCJA”) were accounted for on a provisional basis pursuant to the guidance in Staff Accounting Bulletin (“SAB”) 118. In the fourth quarter of 2017, the Company recorded provisional deferred tax benefits of $2,340.4 million related to the change in Federal Corporate tax rates applicable to our deferred tax liabilities and $1,260.0 million related to the net reversal of prior amounts accrued for taxes on unremitted earnings of certain subsidiaries. The Company also recorded a provisional income tax expense of $728.1 million related to the tax on the deemed repatriation of deferred foreign earnings (“toll charge”) which is payable over eight years. The final toll charge is dependent on amounts that cannot be determined until the 2018 financial results of certain non-U.S. subsidiaries are completed.

The provisional estimates related to the TCJA recorded in the 2017 consolidated financial statements were based on all available information and the Company’s initial analysis and current interpretation of the legislation under the TCJA as of the time of the filing of the Company’s Form 10-K. These estimates represented amounts for which our accounting was incomplete, but a reasonable estimate could be determined. Guidance from the SEC provides for a measurement period of up to one year from the enactment date of the TCJA for which adjustments to provisional amounts may be recorded as a component of tax expense or benefit in the period the adjustment is determined.

After evaluating available information, including guidance from the U.S. Treasury issued in the third quarter of 2018, changes to the provisional amounts previously recorded are not expected to have a material impact on our financial position or results of operations. However, given the complexity of the TCJA, anticipated future guidance from the U.S. Treasury and Internal Revenue Service (“IRS”) and the potential for additional guidance from the Securities and Exchange Commission (“SEC”) or the FASB, our accounting remains incomplete as of the period ended September 30, 2018.

Due to the complexity of the new GILTI tax rules, we continue to evaluate this provision of the TCJA and the application of ASC-740 and are considering if deferred tax amounts should be recorded. Our accounting policies depend, in part, on analyzing our global income to determine whether we expect material tax liabilities resulting from the application of this provision and, if so, whether and when to record related current and deferred income taxes and whether such amounts can be reasonably estimated. Anticipated further guidance from the IRS may also clarify the manner in which the GILTI tax is computed. For these reasons, we are continuing to provisionally treat the GILTI tax as a period cost and have not made a final policy election on whether to record deferred taxes for this provision.

The Company conducts business globally and, as a result, it files U.S. federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are in accordance with the accounting standard, the final outcome with a tax authority may result in a tax liability that is different than that reflected in the consolidated financial statements. Furthermore, the Company may decide to challenge any assessments, if made, and may exercise its right to appeal. The uncertain tax positions are reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations with tax authorities, identification of new issues and issuance of new legislation, regulations or case law.

The Company has several concurrent audits open and pending with the IRS as set forth below:

~~A summary of the changes in shareholders’ equity for the nine months ended September 30, 2018 consisted of the following ($ in millions):~~

On September 25, 2017, the Company’s Board of Directors approved a $2.0 billion share repurchase program. As of September 30, 2018, the Company has completed this share repurchase program, repurchasing ~~12.2~~ ~~million shares under the program. In the nine months ended September 30, 2018, the Company repurchased $1.54 billion or 9.6 million shares.~~

~~On July 26, 2018,~~January 29, 2019, the Company announced that its Board of Directors approved a ~~new~~ $2.0 billion share repurchase program, all of which ~~is anticipated to be completed by the end~~remained outstanding as of September 30, 2019.

The Company’s Board of Directors previously approved a $2.0 billion share repurchase program in July 2018 (the “2018 Program”). As of September 30 ~~2018,~~, 2019, the Company ~~repurchased~~ ~~2.4~~had completed the 2018 Program, repurchasing 12.5 million shares, ~~for $450.0~~including 5.3 million ~~under~~shares (or $0.8 billion of shares) in the ~~program.~~ nine months ended September 30, 2019.

In the nine months ended September 30, 2018, ~~and 2017,~~ the Company paid $69.6 million ~~and $208.8 million, respectively,~~ of dividends on preferred shares. Each preferred share automatically converted to approximately 3.53 ordinary shares on March 1, 2018, for a total of 17,876,930 ordinary shares.

The Company’s revenue, earnings, cash flows and fair value of its assets and liabilities can be impacted by fluctuations in foreign exchange ~~risks~~ and interest rates, as applicable. The Company manages the impact of foreign exchange risk and interest rate movements through operational means and through the use of various financial instruments, including derivative instruments such as foreign currency derivatives. ~~As of September 30, 2018 and December 31, 2017, the Company had no material outstanding third-party foreign currency instruments.~~

Internationally, the Company is a net recipient of currencies other than the U.S. dollar and, as such, benefits from a weaker dollar and is adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar may negatively affect the Company’s consolidated revenues and favorably impact operating expenses in U.S. dollars.

The Company anticipates issuing Euro denominated notes in the future which is deemed probable as of September 30, 2018. The Company is exposed to interest rate volatility on these future debt issuances. To manage this riskIn November 2018, the Company entered into ~~forward-starting~~a 700.0 million Euro forward contract to buy Euros while selling USD. The derivative had a maturity of May 31, 2019. The derivative instrument was marked-to-market to the P&L, offsetting the revaluation (P&L) impact on the Euro 700.0 million variable interest ~~rate swaps that lock in benchmark rates components~~debt which matured on June 1, 2019. As of December 31, 2018, the fair value of the ~~coupon rates~~Euro forward contract of $5.9 million was recorded in prepaid expenses and other current assets. For the ~~planned issuance. These swaps are accounted for as cash flow hedges.~~nine months ended September 30, 2019, the Company recorded a loss of $29.8 million relating to this instrument in general and administrative expenses.

~~The~~As of September 30, 2019 and December 31, 2018, the Company ~~entered into the following instruments:~~

~~During~~ $42.1 million, respectively. For the three and nine months ended September 30, ~~2018,~~2019, these additional outstanding third-party foreign currency forward instruments did not have material mark-to-market adjustments.

In January 2019, Allergan entered into $500.0 million notional floating to fixed interest rate swaps maturing on March 12, 2020 whereby it fixed the ~~impact~~interest rates on $500.0 million floating rate notes due March 12, 2020 to an average interest rate of 3.98%. The swaps are being accounted for using hedge accounting treatment. As of September 30, 2019, the fair value of the ~~cash flow hedges~~interest rate swaps of $1.5 million was recorded in accounts payable and accrued expenses. For the three and nine months ended September 30, 2019, the corresponding unrealized gain of $0.7 million and loss of $1.5 million, respectively, was recorded in accumulated other comprehensive ~~loss was a loss of $1.4 million, net of tax.~~ income / (loss).

In the normal course of business, we manage certain foreign exchange risks through a variety of strategies, including hedging. Our hedging strategies include the use of derivatives, as well as net investment hedges. For net investment hedges, the effective portion of the gains and losses on the instruments arising from the effects of foreign exchange are recorded in the currency translation adjustment component of accumulated other comprehensive income / (loss), consistent with the underlying hedged item. Hedging transactions are limited to an underlying exposure. As a result, any change in the value of our hedging instruments would be

substantially offset by an opposite change in the value of the underlying hedged items. The Company does not use derivative instruments for trading or speculative purposes.

The Company is exposed to foreign exchange risk in its international operations from foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business, including ~~the~~its Euro Denominated Notes. In the nine months ended September 30, ~~2018,~~2019, we used effective net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries. The total notional amount of our instruments designated as net investment hedges was ~~$3.6~~$4.9 billion as of September 30 ~~2018~~, 2019 and $5.1 billion as of December 31, ~~2017.~~2018. During the three and nine months ended September 30 ~~2018,~~, 2019, the impact of the net investment hedges recorded in other comprehensive loss was a gain of ~~$24.6~~$210.9 million and ~~$126.6~~$252.7 million, respectively, which offset the currency impact ~~of the~~within our net investment in subsidiaries which are impacted by their Euro ~~denominated notes.~~Denominated Notes. During the three and nine months ended September 30 ~~2017,~~, 2018, the impact of the net investment hedges on other comprehensive loss was a ~~loss~~gain of ~~$94.1~~$24.6 million and ~~$151.3~~$126.6 million, ~~respectively.~~respectively, which offset the currency impact of the Euro Denominated Notes.

Assets and liabilities that are measured at fair value using Fair Value Leveling or that are disclosed at fair value on a recurring basis as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018 consisted of the following ($ in millions):

~~Investments in securities as of September 30, 2018 and December 31, 2017 included the following ($ in millions):~~

Marketable securities and investments consist of ~~available-for-sale investments in~~ money market securities, U.S. treasury and agency securities. Unrealized gains or losses on marketable securities are recorded in interest income, while unrealized gains or losses on marketable debt securities are recorded in accumulated other comprehensive income. Investments and other include equity and debt securities of publicly traded companies for which market prices are readily available. Unrealized gains or losses on ~~marketable~~long-term equity ~~securities and~~ investments are recorded in ~~either interest income or~~ other income / (expense) ~~beginning January 1, 2018.~~, net. The Company’s marketable securities and other long-term investments are ~~classified as available-for-sale and are~~ recorded at fair value based

on quoted market prices using the specific identification method. These investments are classified as either current or non-current, as appropriate, in the Company’s consolidated balance sheets. The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and maturity management.

The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity, and is based on our own assumptions. Changes in the fair value of the contingent consideration obligations, including accretion, are recorded in our consolidated statements of operations as follows ($ in millions):

In the nine months ended September 30, 2019, the expense in cost of sales primarily related to an increase in commercial sales forecasts for Liletta^®. In the nine months ended September 30, 2018, cost of sales primarily ~~relates~~related to the Company’s True Tear^™ product not achieving a milestone event, as well as a corresponding decrease in commercial forecasts. In the three and nine months ended September 30, 2018, research and development primarily ~~relates~~related to a R&D asset that was delayed, which lowered the probability of the milestone being achieved. The nine months ended September 30, 2018 also includes the progression of other R&D projects relating to the acquisition of Tobira Therapeutics, Inc.

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

During the nine months ended September 30, ~~2018~~2019, the activity in contingent consideration obligations by acquisition consisted of the following ($ in millions):

The fair value measurement of the contingent income is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity, and is based on our own assumptions. There were no material changes noted in the fair value of the contingent income for the nine months ended September 30, 2019.

Prepaid expenses and other current assets consisted of the following ($ in millions):

Investments in marketable securities, including those classified in cash and cash equivalents due to the maturity term of the instrument, other investments and other assets consisted of the following ($ in millions):

The Company’s marketable securities and other long-term investments are recorded at fair value based on quoted market prices using the specific identification method. These investments are classified as either current or non current, as appropriate, in the Company’s consolidated balance sheets.

During the three months ended September 30, 2019, the Company entered into a supply arrangement for a diversified brands product which resulted in an upfront payment of $125.0 million and future milestone payments of $120.0 million. The upfront amount was capitalized as an asset and will be amortized through Cost of Sales over the contract term of five years. As of September 30, 2019, $45.8 million is recorded in Prepaid Other and $46.2 million is recorded in Other Assets.

During the third quarter 2019, the Company received a one-time tax refund of approximately $1.6 billion of capital gains taxes previously paid and attributable to tax losses recorded in prior periods.

Restructuring activities for the nine months ended September 30, ~~2018~~2019 were as follows ($ in millions):

During the three and nine months ended September 30, 2018, the Company recognized ~~total~~ restructuring charges of $5.6 million and $29.9 million, respectively, during the three and nine months ended September 30, 2018. In December 2017, the Company approved a new restructuring program intended to optimize and restructure its operations while reducing costs and global headcount, in anticipation of loss of exclusivity of several key revenue-generating products in 2018. In the three months ended September 30, 2018, the Company recordedincluding severance and other employee related charges of $5.6 million. In the nine months ended September 30, 2018, the Company recorded severance and other employee related charges of $29.9 million, which includes $8.2 million of share-based compensation related to this program.

~~The Company recognized total restructuring charges of $31.8~~ million and $172.7 million, respectively, during the three and nine months ended September 30, 2017. As part of the Company’s internal optimization restructuring programs, the Company incurred severance and other restructuring costs relating to the commercial organization of $20.0 million as the Company intended to eliminate approximately 400 commercial organization positions in the three months ended September 30, 2017. In addition, restructuring charges in the nine months ended September 30, 2017 included $13.7 million of severance and restructuring costs related to a then-planned internal reduction of approximately 100 employees within the Company’s R&D organization and $39.7 million of severance and restructuring costs related to the global manufacturing operations initiating plans to close certain facilities. In the three months ended September 30, 2017, the Company reversed certain charges related to a portion of anticipated internal restructurings which were accrued in the second quarter of 2017 based on revised portfolio prioritizations and the timing of select R&D projects.$29.9 million.

The Company and its affiliates are involved in various disputes, governmental and/or regulatory inspections, inquires, investigations and proceedings, and litigation matters that arise from time to time in the ordinary course of business. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect the Company, its results of operations, financial condition and cash flows. The Company’s general practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable.

The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause an increase or decrease in the amount of the liability that is accrued. As of September 30, ~~2018,~~2019, the Company’s consolidated balance sheet includes accrued loss contingencies of approximately $~~65.0~~800.0 million. As of December 31, ~~2017,~~2018, the Company’s consolidated balance sheet included accrued loss contingencies of approximately ~~$55.0~~$65.0 million.

The Company’s legal proceedings range from cases brought by a single plaintiff to mass tort actions and class actions with thousands of putative class members. These legal proceedings, as well as other matters, involve various aspects of our business and a variety of claims (including, but not limited to, qui tam actions, antitrust, product liability, breach of contract, securities, patent infringement and trade practices), some of which present novel factual allegations and/or unique legal theories. In addition, a number of the matters pending against us are at very early stages of the legal process (which in complex proceedings of the sort faced by us often extend for several years). As a result, some matters have not yet progressed sufficiently through discovery and/or development of important factual information and legal issues to enable us to estimate a range of possible loss. In those proceedings in which plaintiffs do request publicly quantified amounts of relief, the Company does not believe that the quantified amounts are meaningful because they are merely stated jurisdictional limits, exaggerated and/or unsupported by the evidence or applicable burdens of proof.

In matters involving the assertion or defense of the Company’s intellectual property, the Company believes it has meritorious claims and intends to vigorously assert or defend the patents or other intellectual property at issue in such litigation. Similarly, in matters where the Company is a defendant, the Company believes it has meritorious defenses and intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation or, in the case of patent enforcement matters, that a generic version of the product at issue will not be launched or enjoined. Failing to prevail in a litigation could adversely affect the Company and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Bystolic^®. On July 2, 2019, subsidiaries of the Company brought an action for infringement of U.S. Patent No. 6,545,040 in the United States District Court for the District of Delaware against Ajanta Pharma Ltd. and Ajanta Pharma USA Inc. (collectively, “Ajanta”) in connection with an abbreviated new drug application filed with the FDA by Ajanta seeking approval to market a generic version of Bystolic^® and challenging said patent. No trial date or case schedule has been set.

Combigan^®. On October 30, 2017, subsidiaries of the Company filed an action for infringement of U.S. Patent Number 9,770,453 (the “‘453 Patent”) against Sandoz, Inc. and Alcon Laboratories, Inc. (“Sandoz”) in the U.S. District Court for the District of New Jersey, in connection with the abbreviated new drug applications respectively filed with the FDA by Sandoz and Alcon, seeking approval to market a generic version of Combigan^®. On March 6, 2018, U.S. Patent Nos. 9,907,801 (the “‘801 Patent”) and 9,907,802 (the “‘802 Patent”) were added to the case. The ‘453, ‘801 and ‘802 Patents are listed in the Orange Book for Combigan^® and expire on April 19, 2022. A trial date has not been set. On July 13, 2018, the district court adopted Allergan’s proposed claim construction and granted Allergan’s motion for preliminary injunction against Sandoz. On August 1, 2018, the district court entered an order setting a preliminary injunction bond in the amount of $157,300,000 under Federal Rule of Civil Procedure 65(c), which Allergan posted. Sandoz appealed the grant of the injunction. On August 29, 2019, the Federal Circuit affirmed the grant of a preliminary injunction against Sandoz.

Fetzima^®. In October and November 2017, subsidiaries of the Company and Pierre Fabre Medicament S.A.S. brought actions for infringement of U.S. Patent Nos. RE43,879 (the “‘879 Patent”); 8,481,598 (the “‘598 Patent”); and 8,865,937 (the “‘937 Patent”) against MSN Laboratories Private Limited and MSN Pharmaceuticals Inc. (collectively, “MSN”), Prinston Pharmaceutical Inc. and Solco Healthcare U.S., LLC (collectively, “Prinston”), Torrent Pharmaceuticals Limited and Torrent Pharma Inc. (collectively, “Torrent”), West-Ward Pharmaceuticals International Limited and West-Ward Pharmaceuticals Corp. (collectively, “West-Ward”), Zydus Pharmaceuticals (USA) Inc. (“Zydus”), Aurobindo Pharma USA, Inc. and Aurobindo Pharma Limited (collectively, “Aurobindo”), and Amneal Pharmaceuticals LLC and Amneal Pharmaceuticals Private Limited (collectively, “Amneal”), in connection with abbreviated new drug applications, respectively filed with the FDA by MSN, Prinston, Torrent, West-Ward, Zydus, Aurobindo, and Amneal, each seeking approval to market generic versions of Fetzima® and challenging said patents. The ‘879 Patent expires in June 2023 (not including a pending application for patent term extension (“PTE”)), the ‘598 patent expires in March 2031, and the ‘937 Patent expires in May 2032. Fact discovery is completed. Trial is expected to begin in August 2020. Allergan entered into a settlement agreement with Amneal on December 18, 2018, and the case as against Amneal was dismissed. Allergan entered into a settlement agreement with Prinston on June 6, 2019, and the case as against Prinston was dismissed.

In April 2019, subsidiaries of the Company and Pierre Fabre Medicament S.A.S. brought an action for infringement of the ‘879, ‘598 and ‘937 Patents against Micro Labs Ltd. and Micro Labs USA, Inc. (“Micro”) in connection with Micro’s abbreviated new drug application seeking approval to market a generic version of Fetzima^® and challenging said patents. Allergan entered into a settlement agreement with Micro Labs on October 22, 2019.

Juvéderm^®. On February 26, 2019, subsidiaries of the Company filed a complaint for infringement of U.S. Patent Nos. 8,450,475 (the “‘475 Patent), 8,357,795 (the “‘795 Patent”), 8,822,676 (the “‘676 Patent”), 9,089,519 (the “‘519 Patent”), 9,238,013 (the “‘013 Patent”) and 9,358,322 (the “‘322 Patent”) in the U.S. District Court for the District of Delaware against Prollenium US Inc. and Prollenium Medical Technologies Inc. (collectively, “Prollenium”). The complaint seeks, among other things, a judgment that Defendants have infringed these patents by making, selling, offering to sell, and importing Prollenium’s Revanesse® Versa+TM product within and into the United States. Plaintiffs seek injunctive relief and damages for Defendants’ infringement. Trial is scheduled for June 14, 2021.

Juvéderm^®IPR. In August, September and October 2019, Prollenium US Inc. (“Prollenium”) submitted Inter Partes Review (“IPR”) petitions to the USPTO regarding the ‘475 Patent, the ‘013 patent, the ‘322 patent, the ‘676 patent, the ‘795 patent and the ‘519 patent. Prollenium’s IPR petitions seek review of all claims of the ‘013, ‘322, ‘676, and ‘519 patents, claims 1-9, 18, and 27-37

of the ‘475 patent, and claims 1-11, 22, 26-39, and 40-41 of the ‘795 patent. Patent owner’s preliminary responses for these petitions are due on December 19, 2019, or later.

Kybella^®. On November 9, 2018, a subsidiary of the Company brought an action for infringement of U.S. Patent Nos. 8,101,593 (the “‘593 Patent”), 8,367,649 (the “‘649 Patent”) and 8,653,058 (the “‘058 Patent”) against Slayback Pharma LLC (“Slayback”) in the U.S. District Court for the District of New Jersey in connection with an abbreviated new drug application filed with the FDA by Slayback seeking approval to market a generic version of Kybella® and challenging said patents. The ‘593, ‘649, and ‘058 Patents expire in March 2030. On April 10, 2019, a subsidiary of the Company, together with Los Angeles Biomedical Research Institute at Harbor UCLA-Medical Center (“LA BioMed”) and The Regents of the University of California (the “Regents”) (all collectively, “Plaintiffs”), filed an amended complaint against Slayback asserting infringement of the ‘593, ‘649 and ‘058 Patents and U.S. Patent Nos. 7,622,130 (the “‘130 Patent”), 7,754,230 (the “‘230 Patent”), 8,298,556 (the “‘556 Patent”) and 8,846,066 (the “‘066 Patent”). The ‘130 and ‘230 Patents expire in December 2027 (not including pending applications for patent term extension (“PTE”)), the ‘556 Patent expires in August 2025, and the ‘066 Patent expires in February 2025. Plaintiffs entered into a settlement agreement with Slayback on June 12, 2019, and the case was dismissed.

Latisse^® IV. In December 2016, Sandoz announced the U.S. market launch of its generic copy of Latisse^®. In July 2017, subsidiaries of the Company and Duke University (collectively, “Plaintiffs”) filed a complaint for infringement of U.S. Patent Number 9,579,270 (“‘270 Patent”) against Defendants Sandoz Inc. (“Sandoz”) and Alcon Laboratories, Inc. (“Alcon”) in the U.S. District Court for the Eastern District of Texas (EDTX). The ‘270 patent expires in January 2021. In their complaint, Plaintiffs seek, among other things, a judgment that Defendants have infringed the ‘270 patent by making, selling, and offering to sell, and/or importing, their generic copy of Latisse^® within the United States. Plaintiffs seek injunctive relief and damages for Defendants’ infringement. On April 3, 2018, the EDTX court issued an order, among other things, severing Plaintiff’s claims against Defendants and transferring Plaintiff’s claims against Alcon to the District Court of Delaware and Plaintiff’s claims against Sandoz to the District of Colorado. On October 5, 2018, the Delaware District Court entered an order dismissing the Delaware action against Alcon. On September 18, 2019, the District of Colorado denied Sandoz’s motion for summary judgment. Discovery is closed in the District of Colorado case and a trial date has not yet been set.

Latisse^® V. On September 25, 2017, subsidiaries of the Company and Duke University brought an action for infringement of U.S. Patent No. 9,579,270 (the “‘270 Patent”) against Alembic Pharmaceuticals, Ltd., Alembic Global Holding SA, and Alembic Pharmaceuticals, Inc. (collectively, “Alembic”) in the U.S. District Court for the District of New Jersey in connection with an abbreviated new drug application filed with FDA by Alembic, seeking approval to market a generic version of Latisse^® and challenging the ‘270 patent. The Company subsidiaries and Duke entered into a settlement agreement with Alembic and the case was dismissed on April 4, 2019.

Latisse^® VI. On September 19, 2018, subsidiaries of the Company and Duke University brought an action for infringement of U.S. Patent No. 9,579,270 (the “‘270 Patent”) against Akorn, Inc. and Hi-Tech Pharmacal Co., Inc. (collectively, “Akorn”) in the U.S. District Court for the District of New Jersey in connection with an abbreviated new drug application filed with FDA by Akorn seeking approval to market a generic version of Latisse® and challenging the ‘270 patent. The Company subsidiaries and Duke entered into a settlement agreement with Akorn and the case was dismissed on October 15, 2019.

Linzess^®. Beginning in November 2016 subsidiaries of the Company and Ironwood Pharmaceuticals, Inc. (collectively, “Plaintiffs”), brought multiple actions for infringement of some or all of U.S. Patent Nos. 7,304,036 (the “‘036 Patent”); 7,371,727 (the “‘727 Patent”); 7,704,947 (the “‘947 Patent”); 7,745,409 (the “‘409 Patent”); 8,080,526 (the “‘526 Patent”); 8,110,553 (the “‘553 Patent”); 8,748,573 (the “‘573 Patent”); 8,802,628 (the “‘628 Patent”); and 8,933,030 (the “‘030 Patent”) against Teva Pharmaceuticals USA, Inc. (“Teva”), Aurobindo Pharma Ltd. (“Aurobindo”), Mylan Pharmaceuticals Inc. (“Mylan”), Sandoz Inc. (“Sandoz”) and Sun Pharma Global FZE (“Sun”) in the U.S. District Court for the District of Delaware in connection with abbreviated new drug applications respectively filed with the FDA by Teva, Aurobindo, Mylan, Sandoz and Sun, each seeking approval to market generic versions of Linzess^® 145 mcg and 290 mcg capsules and challenging some or all of said patents (“November 2016 Action”). The ‘727, ‘947, ‘409, ‘526 and ‘553 Patents expire in January 2024; the ‘036 Patent expires in August 2026; and the ‘573, ‘628 and ‘030 Patents expire in 2031. In the November 2016 Action, expert discovery has been completed. On May 31, 2019, due to a scheduling conflict, the bench trial set for June 2019 was postponed. Trial is now scheduled to begin on January 7, 2020.

On October 20, 2017, November 30, 2017 and January 20, 2018, Plaintiffs brought actions for infringement of U.S. Patent No. 9,708,371 (the “‘371 Patent”) in the U.S. District Court for the District of Delaware against Teva, Mylan and Sandoz, respectively. The ‘371 Patent expires in 2033. The ‘371 patent actions have been consolidated with the November 2016 Action.

On February 2, 2018 and March 29, 2018, Plaintiffs brought actions for infringement of some or all of the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553, ‘030 and ‘371 Patents against Teva and Mylan in the U.S. District Court for the District of Delaware in connection with abbreviated new drug applications respectively filed with the FDA by Teva and Mylan, each seeking approval to market generic

versions generic versions of Linzess^® 72 mcg capsules (“72 mcg ANDA”) before the expiration said patents. The district court consolidated the 72 mcg ANDA actions with the November 2016 Action.

On September 4, 2018, Plaintiffs filed an amended complaint as to Mylan to assert the ‘628 patent against Mylan’s 72 mcg ANDA product.

Plaintiffs entered into a settlement agreement with Sun and certain Sun affiliates and the case against Sun was dismissed on January 18, 2018. Plaintiffs entered into a settlement agreement with Aurobindo and the case against Aurobindo was dismissed on May 7, 2018. Plaintiffs entered into a settlement agreement with Mylan and the case against Mylan was dismissed on December 27, 2018. Under the terms of the settlement agreement, Plaintiffs will provide a license to Mylan to market its generic versions of Linzess^® 145 mcg and 290 mcg in the United States beginning on February 5, 2030 (subject to FDA approval), and its generic version of Linzess^® 72 mcg in the United States beginning on August 5, 2030, or earlier in certain circumstances.

Restasis^®. Between August 2015 and July 2016, a subsidiary of the Company brought actions for infringement of U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”) and 9,248,191 (the “’191 patent”) in the U.S. District Court for the Eastern District of Texas against Akorn, Inc., Apotex, Inc., Mylan Pharmaceuticals, Inc., Teva Pharmaceuticals USA, Inc., InnoPharma, Inc., Famy Care Limited (“Famy Care”), TWi Pharmaceuticals, Inc. (“TWi”) and related subsidiaries and affiliates thereof.

The subsidiary entered into settlement agreements with Apotex, TWi, Famy Care and InnoPharma. As a result of certain of these settlements, Allergan will provide a license to certain parties to launch their generic versions of Restasis^® beginning on February 27, 2024, or earlier in certain circumstances. Additionally, under certain circumstances, the Company will supply and authorize certain parties to launch an authorized generic version of Restasis® on August 28, 2024 or earlier in certain circumstances.

On September 8, 2017, the Company assigned all Orange Book-listed patents for Restasis^® to the Saint Regis Mohawk Tribe (“the Tribe”), a recognized sovereign tribal government, and concurrently was granted an exclusive field-of-use license to practice the patents in the United States for all FDA-approved uses of the products under the Restasis® NDAs.

On October 16, 2017, the District Court issued a decision and final judgment finding that the asserted claims of the ‘111 patent, the ‘048 patent, the ‘930 patent and the ‘191 patent were infringed, but invalid on the ground of obviousness. The District Court also held that the asserted claims were not invalid as anticipated, for lack of enablement, or for improper inventorship. On November 13, 2018, the U.S. Court of Appeals for the Federal Circuit issued a decision affirming the district court’s finding of invalidity of the asserted claims of the ‘111, ‘048, ‘930 and ‘191 Patents. On March 6, 2019, the Federal Circuit denied Allergan and the Tribe’s petition for rehearing, and a mandate issued on March 13, 2019. On April 10, 2019, Allergan and the Tribe filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on June 3, 2019.

On December 22, 2016, a subsidiary of the Company filed a complaint for infringement of the ’111 patent, ’162 patent, ’556 patent, ’048 patent, ’930 patent, and the ’191 patent in the U.S. District Court for the Eastern District of Texas against Deva Holding A.S. (“Deva”). On March 6, 2018, the district court granted in part and denied in part the parties’ joint motion for entry of a stipulated order, and stayed the case until such time as the Federal Circuit in the lead appeal case with Teva, Mylan and Akron issues a mandate. The parties’ stipulation provides that Deva will be bound by the outcome of that appeal. On April 30, 2019, the district court granted Deva’s motion for entry of final judgment and dismissal with prejudice, and the case was dismissed.

On August 10 and September 20, 2018, a subsidiary of the Company and the Tribe filed complaints for infringement of the ’162 patent and the ’556 patent in the U.S. District Court for the District of Delaware against Saptalis and against Amneal Pharmaceuticals, LLC and Amneal Pharmaceuticals Co. India Private Limited (collectively, “Amneal”), respectively. The cases were voluntarily dismissed on January 2, 2019.

Restasis^® IPR. On June 6, 2016, a subsidiary of the Company received notification letters that Inter Partes Review of the USPTO (“IPR”) petitions were filed by Mylan Pharmaceuticals Inc. (“Mylan”) regarding U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”), and 9,248,191 (the “‘191 patent”), which patents expire on August 27, 2024. Mylan filed the IPR petition on June 3, 2016. On June 23, 2016, a subsidiary of the Company received a notification letter that an IPR petition and motion for joinder was filed by Argentum Pharmaceuticals LLC (“Argentum”) regarding the ’111 patent. On December 7, 2016, the Company entered into a settlement agreement with Argentum and Argentum’s petition was withdrawn. On December 8, 2016, the USPTO granted Mylan’s

petitions to institute IPRs with respect to these patents. On January 6, 2017, each of Akorn and Teva filed, and on January 9, 2017 the USPTO received, IPR petitions with respect to these patents and motions for joinder with the Mylan IPR. The USPTO granted Teva’s and Akorn’s joinder motions on March 31, 2017.

On February 23, 2018, the USPTO issued orders denying the Tribe’s motion to dismiss (or terminate).

On July 20, 2018, the Federal Circuit affirmed the USPTO’s denial of the Tribe’s motion to dismiss and Allergan’s motion to withdraw. On August 20, 2018, the Tribe and Allergan filed a petition for rehearing en banc, which the Federal Circuit denied on October 22, 2018. On December 21, 2018, the Company and the Tribe filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on April 15, 2019.

Saphris^®. Between September 2014 and May 2015, subsidiaries of the Company brought actions for infringement of some or all of U.S. Patent Nos. 5,763,476 (the “‘476 patent”), 7,741,358 (the “‘358 patent”) and 8,022,228 (the “‘228 patent”) against Sigmapharm Laboratories, LLC (“Sigmapharm”), Hikma Pharmaceuticals, LLC (“Hikma”), Breckenridge Pharmaceutical, Inc. (“Breckenridge”), Alembic Pharmaceuticals, Ltd. (“Alembic”) and Amneal Pharmaceuticals, LLC (“Amneal”), and related subsidiaries and affiliates thereof in the U.S. District Court for the District of Delaware in connection with an abbreviated new drug applications respectively filed with FDA by Sigmapharm, Hikma, Breckenridge, Alembic and Amneal, each seeking approval to market a generic versions of Saphris^® and challenging each of said patents. Including a 6-month pediatric extension of regulatory exclusivity, the ‘476 patent expires in December 2020, and the ‘358 and ‘228 patents expire in October 2026. In 2016, the parties agreed to dismiss all claims related to the ‘358 and ‘228 patents, leaving only the ‘476 patent at issue. On October 13, 2016, the court stayed trial as to Sigmapharm and extended the 30-month stay as to Sigmapharm. On June 30, 2017, the district court issued an opinion and order finding all asserted claims of the ‘476 patent valid, that claims 1, 2, 5 and 6 were infringed by Alembic, Amneal, Breckenridge and Hikma, and that claims 4, 9 and 10 were not infringed by Alembic and Breckenridge. On July 11, 2017, the district court entered a final judgment that ordered, among other things, that Alembic’s, Amneal’s, Breckenridge’s and Hikma’s respective ANDAs not be granted final approval by FDA earlier than the date of expiration of the ‘476 patent inclusive of any applicable adjustments, extensions or exclusivities.

On March 14, 2019, the Federal Circuit vacated the district court’s July 2017 judgment that claims 1 and 4 are not invalid and remanded for the district court to consider a fact question and its impact on the obviousness analysis. On April 15, 2019, Plaintiffs filed a combined petition for panel rehearing and rehearing en banc with respect to this issue, which was denied on May 15, 2019. In its March 14, 2019 order, the Federal Circuit also vacated the judgment of non-infringement of claims 4, 9 and 10 as to Alembic and Breckenridge and remanded for the district court to consider their infringement under a revised claim construction.

A separate bench trial concerning Sigmapharm’s infringement of claim 1 of the ‘476 patent began on June 20, 2018, and on November 16, 2018, the court held that Sigmapharm’s proposed ANDA product would infringe claim 1 of the ‘476 patent On November 26, 2018, Sigmapharm sought relief from the November 16, 2018 decision. On November 30, 2018, the Company moved for entry of final judgment. On August 6, 2019, the district court denied Sigmapharm’s motion to reconsider its November 2018 Order, and denied without prejudice the Company’s motion for entry of final judgment. On August 22, 2019, the district court entered Plaintiffs and Sigmapharm’s stipulated final judgment finding that Sigmapharm infringed claims 1, 2, 5, and 6 of the ‘476 patent and ordering, among other things, that Sigmapharm’s ANDA be converted to tentative approval and not be granted final approval by FDA earlier than the date of expiration of the ‘476 patent inclusive of any applicable adjustments, extensions or exclusivities.

Viberzi^®. On September 6, 2019, subsidiaries of the Company and Janssen Pharmaceutica NV brought an action for infringement of U.S. Patent Nos. 7,741,356 ("the '356 patent"), 7,786,158 ("the '158 patent"), 8,344,011 ("the '011 patent"), 8,609,709 ("the '709 patent"), 8,772,325 ("the '325 patent"), 9,205,076 ("the '076 patent"), 9,700,542 ("the '542 patent"), and 10,213,415 ("the '415 patent") in the United States District Court for the District of Delaware against Aurobindo Pharma Ltd. and Aurobindo Pharma USA Inc. (collectively, “Aurobindo”) in connection with an abbreviated new drug application filed with the FDA by Aurobindo seeking approval to market a generic version of Viberzi^® and challenging said patents. No trial date or case schedule has been set.

On September 13, 2019, subsidiaries of the Company brought an action for infringement of United States Patent Nos. 8,691,860 ("the '860 patent"), 9,115,091 ("the '091 patent"), 9,364,489 ("the '489 patent"), 9,675,587 ("the '587 patent"), 9,789,125 ("the '125 patent"), and 10,188,632 ("the '632 patent") in the United States District Court for the District of Delaware against Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc. (collectively, “Aurobindo”), Alkem Laboratories Limited (“Alkem”), Hetero Labs Limited and

Hetero USA Inc. (collectively, “Hetero”), MSN Laboratories Private Limited and MSN Pharmaceuticals, Inc. (collectively, “MSN”), Sun Pharmaceutical Industries Limited (“Sun”), and Zydus Pharmaceuticals (USA) Inc. (“Zydus”) in connection with abbreviated new drug applications, respectively filed with the FDA by Aurobindo, Alkem, Hetero, MSN, Sun and Zydus, each seeking approval to market generic versions of Viberzi® and challenging said patents. No trial date or case schedule has been set.

Botulinum Neurotoxin ITC Investigation. On January 30, 2019, subsidiaries of the Company and Medytox Inc. (collectively, “Complainants”) filed a complaint with the United States International Trade Commission (“ITC”) against Daewoong Pharmaceuticals Co., Ltd., Daewoong Co., Ltd., and Evolus Inc. (collectively, “Respondents”) requesting the ITC commence an investigation with respect to the Respondents’ importation into the United States of Respondents’ botulinum neurotoxin products, including DWP-450 (also known as Jeuveau^TM), which Complainants assert were developed, made and/or imported using Medytox’s trade secrets. Complainants seek, among other things, a permanent exclusionary order and cease and desist orders covering Respondents’ botulinum neurotoxin products, including DWP-450/Jeuveau^TM. On February 28, 2019, the ITC instituted an investigation into Respondents’ botulinum neurotoxin products, including DWP-450/Jeuveau^TM. Fact discovery closed on July 19, 2019. On July 24, 2019, the Administrative Law Judge issued an Order rescheduling the evidentiary hearing for February 4-7, 2020. The target date for completion of the investigation was extended to October 6, 2020.

Juvéderm^®. On April 5, 2017, a subsidiary of the Company brought an action for unfair competition, false advertising, dilution, conspiracy and infringement of Allergan’s Juvéderm^® trademarks in the U.S. District Court for the Central District of California against Dermavita Limited Partnership (“Dermavita”), Dima Corp. S.A. (“Dima Corp.”) and KBC Media Relations LLC (“KBC”). Dima Corp. had previously announced its acquisition of a license from Dermavita to develop and market in the U.S. cosmetic products under the Juvederm trademark. During June 2017, the Company entered into a settlement agreement with KBC. During July 2017, the Court preliminarily enjoined Dima Corp. from, inter alia, promoting or selling within the United States any product bearing the trademark Juvéderm^® or any other trademark confusingly similar to it. During January 2018, the Court granted Dermavita’s renewed motion to dismiss the Company’s complaint based on purported lack of personal jurisdiction. During January 2019, the Company subsidiary and Dima Corp. resolved the action and the Court entered a permanent injunction and final judgment in favor of the Company subsidiary and against Dima Corp. for trademark infringement, unfair competition, dilution and false advertising.

Subsidiaries of the Company requested a preliminary injunction against Dermavita, Dima Corp, Aesthetic Services & Development, Jacqueline Sillam and Dimitri Sillam in the High Court of Paris, France. During June 2017, the Paris Court preliminarily enjoined the defendants, inter alia, to refrain from promoting or selling in France its Juvederm products, to transfer various domain names and to pay provisional damages to Allergan, on the basis that such use would infringe Allergan’s EU and French Juvéderm^® trademarks and would amount to unfair competition. This injunction has become final. A subsidiary of the Company has also filed against Dermavita, Dima Corp. and others a full action of trademark infringement in the Paris court. Dermavita has submitted two requests that the full action be stayed pending the outcome of the Nanterre action and the EUIPO trademark proceedings, both mentioned below. The Paris court rejected Dermavita’s first stay request and subsequently ordered the defendants to pay more than 75,000 Euros in liquidated damages for violation of the preliminary injunction mentioned above. Dermavita’s second request for a stay remains pending. Furthermore, Dermavita filed an action against subsidiaries of the Company in the Nanterre, France court alleging that the subsidiaries have not used its Juvéderm trademark and requesting the court to revoke the Company’s trademark based on its purported lack of use or purportedly invalid license and assignment agreements. On February 21, 2019, the Nanterre Court ruled in the Company’s favor, holding that the license and assignment agreements were valid and that Allergan has used its trademark in commerce. Dermavita has appealed this decision.

On January 22, 2019, subsidiaries of the Company brought a related action for infringement of the Company’s Juvéderm^®trademarks against Aesthetic Services and Development Limited, Juvederm Elite Clinics SARL and Jamal Hamadi in the (UK) High Court of Justice. The case is in its early stages and no trial date has been set.

Furthermore, more than 150 trademark opposition and cancellation actions between Allergan and Dermavita have been filed in front of the USPTO, EUIPO and various other national and regional trademark offices around the world. Most of these actions remain pending; however, Allergan has received favorable decisions in more than thirty (30) such actions.

~~Asacol~~Bystolic^® ~~Litigation.~~ ~~Two class~~. On July 2, 2019, subsidiaries of the Company brought an action complaints were filed on June 22, 2015, and three more on September 21, 2015, in federal court in Massachusetts on behalf of a putative class of indirect purchasers. Complaints were also filed on behalf of a putative class of direct purchasers of Asacol^® making similar allegations to the complaints filed by the indirect purchaser plaintiffs. Those matters have been consolidated with the indirect purchaser cases. In each complaint plaintiffs allege that they paid higher prices for ~~Warner Chilcott’s Asacol~~^® ~~HD and Delzicol~~^® ~~products as a result of Warner Chilcott’s alleged actions preventing or delaying generic competition in the market for Warner Chilcott’s older Asacol~~^® ~~product in violation~~infringement of U.S. ~~federal antitrust laws and/or state laws.~~

Plaintiffs seek unspecified injunctive relief, treble damages and/or attorneys’ fees. The Company has settled the claims brought by the direct purchaser plaintiffs. The court granted the indirect purchaser plaintiffs’ motion for class certification. The Company filed a motion for summary judgment seeking dismissal of the indirect purchaser plaintiffs’ claims which the court denied on November 9, 2017. Trial was set to being on January 22, 2018. However, on January 17, 2018, the Court of Appeals for the First Circuit issued an order granting the Company’s motion under Fed.R.Civ.P. 23(f) to appeal the district court’s decision to certify the proposed class. The appellate court thereafter issued a decision staying the trial in the district court. On October 15, 2018, the appellate court issued its decision reversing the lower court’s decision on class certification and remanding the case back to the district court.

~~Botox~~^® ~~Litigation~~. A class action complaint was filed in federal court in California on February 24, 2015, and amended May 29, 2015, alleging unlawful market allocation in violation of Section 1 of the Sherman Act, 15 U.S.C. §1, agreement in restraint of trade in violation of 15 U.S.C. §1 of the Sherman Act, unlawful maintenance of monopoly market power in violation of Section 2 of the Sherman Act, 15 U.S.C. §2 of the Sherman Act, violations of California’s Cartwright Act, Section 16700 et seq. of Calif. Bus. and Prof. Code, and violations of California’s unfair competition law, Section 17200 et seq. of Calif. Bus. and Prof. Code. In the complaint, plaintiffs seek an unspecified amount of treble damages. On November 30, 2017, the parties reached a tentative settlement. On March 8, 2018, the court granted plaintiffs’ motion for preliminary approval of class action settlement and set a final fairness hearing for August 24, 2018. On August 27, 2018, the court granted plaintiffs’ motion for final approval of class settlement. On September 10, 2018, the court dismissed with prejudice all claims against Allergan.

~~Loestrin~~^® ~~24 Litigation.~~ On April 5, 2013, two putative class actions were filed on behalf of putative classes of end-payors in the federal district court against Warner Chilcott and certain affiliates alleging that Warner Chilcott’s 2009 patent lawsuit settlements with Watson Laboratories and Lupin related to Loestrin^® ~~24 Fe were unlawful. The complaints generally allege that Watson and Lupin improperly delayed launching generic versions of Loestrin~~^® 24 in exchange for substantial payments from Warner Chilcott in violation of federal and state antitrust and consumer protection laws. The complaints each seek declaratory and injunctive relief and damages. Additional complaints making the same types of allegations have been filed by different plaintiffs, including a class of direct payors and by direct purchasers in their individual capacities. All the cases have been consolidated in the federal court for the District of Rhode Island. The parties are currently engaged in discovery.

~~Namenda~~^® ~~Litigation. In September 2014, the State of New York, through the Office of the Attorney General of the State of New York, filed a lawsuit~~Patent No. 6,545,040 in the United States District Court for the ~~Southern~~ District of ~~New York alleging that Forest was acting to prevent or delay generic competition to Forest’s immediate-release product Namenda~~^® ~~in violation of federal~~Delaware against Ajanta Pharma Ltd. and ~~New York antitrust laws and committed other fraudulent acts~~Ajanta Pharma USA Inc. (collectively, “Ajanta”) in connection with ~~its commercial plans for Namenda~~an abbreviated new drug application filed with the FDA by Ajanta seeking approval to market a generic version of Bystolic^® ~~XR. The district court granted the state’s motion for a preliminary injunction which was later affirmed by the Court of Appeals for the Second Circuit. Forest~~ and the New York Attorney General reached a settlement on November 24, 2015. On May 29, 2015, a putative class action was filed on behalf of a class of direct purchasers in the federal district court in New York. Since that time, additional complaints havechallenging said patent. No trial date or case schedule has been filed on behalf of putative classes of direct and indirect purchasers. The class action complaints make claims similar to those asserted by the New York Attorney General and also include claims that Namendaset.

Combigan^® patent litigation settlements between Forest and generic companies also violated the antitrust laws. Plaintiffs moved for summary judgment on two of the counts of their complaint. The Court granted plaintiffs’ motion in part as to the collateral estoppel effect of a prior finding of anti-competitive conduct and denied the motions on whether the Company’s obtaining pediatric exclusivity was anti-competitive conduct. On August 2, 2018, the court denied the Company’s motion for summary judgment.

~~Restasis~~^® ~~Competitor Litigation~~. On October 2,30, 2017, ~~Shire, which offers the dry-eye disease drug Xiidra~~^®~~, sued Allergan in federal district court alleging that Allergan unlawfully harmed competition by foreclosing Xiidra~~^® ~~from sales to Medicare Part D plans (and the members of such plans) through the use of discounts (a) contingent on Restasis~~^® ~~receivingpreferential formulary treatment; and/or (b) across a bundle of Allergan’s products, including Restasis~~^®~~, Lumigan~~^®~~, Combigan~~^®~~, and Alphagan P~~^®. The complaint seeks injunctive relief under federal and New Jersey antitrust law and New Jersey common law. On December 5, 2017, Allergan filed a motion to dismiss the complaint. A date for oral argument has not been set.

~~Restasis~~^® ~~Class Action Litigation~~. Between November 7, 2017, and February 26, 2018, seventeen putative class actions were filed in federal district courts against Allergan alleging that the company unlawfully harmed competition by engaging in conduct to delay the market entry of generic versions of Restasis^®. Twelve of the complaints were filed on behalf of putative classes of end-payors, and five were filed on behalf of putative classes of direct purchasers. One direct purchaser complaint and two end-payor complaints were later voluntarily dismissed. The cases have all been consolidated in a multidistrict litigation in the federal court in the Eastern District of New York. The complaints challenge Allergan’s conduct in prosecuting and obtaining patents covering Restasis^®, listing those patents in the FDA’s Orange Book, asserting those patents against potential generic competitors in patent-infringement litigation, filing citizens petitions with the FDA concerning generic companies’ drug applications for generic Restasis^®, and transferring patents to the sovereign Native American Saint Regis Mohawk Tribe. Both the end-payors and the direct purchasers allege that these actions violated federal antitrust laws, and the end-payors further allege violations of state antitrust and consumer-protection laws and unjust enrichment. All plaintiffs seek damages, declaratory relief, and injunctive relief. Plaintiffs have filed a consolidated amended complaint which the Company has since moved to dismiss. On September 18, 2018, the court denied Allergan’s motion to dismiss the complaint.

~~Celexa~~^®~~/Lexapro~~^® ~~Class Actions. Forest and certain of its affiliates were named as defendants in multiple federal court actions relating to the promotion of Celexa~~^® ~~and/or Lexapro~~^® ~~all of which were consolidated in the Celexa~~^®~~/Lexapro~~^® MDL proceeding in the federal district court in Massachusetts. Actions were filed in the federal district courts in Minnesota and Washington in November 2013 and August 2014, respectively, seeking to certify a nationwide class of third-party payor entities and consumers that purchased Celexa^® ~~and Lexapro~~^® for pediatric use. The complaints each assert claims under the federal Racketeer Influenced and Corrupt Organizations (“RICO”) Act, alleging that Forest engaged in an off-label marketing scheme and paid illegal kickbacks to physicians to induce prescriptions of Celexa^® ~~and Lexapro~~^®~~. The court denied both plaintiffs’ class certification motions and entered summary judgment in favor~~subsidiaries of the Company ~~in both actions. Plaintiffs in both cases have~~ filed ~~a Notice~~an action for infringement of ~~Appeal of the summary judgment order~~U.S. Patent Number 9,770,453 (the “‘453 Patent”) against Sandoz, Inc. and ~~the order denying class certification.~~

~~Warner Chilcott Marketing Practices. On February 13, 2018, a class action complaint was filed against Warner Chilcott and certain of its affiliates~~Alcon Laboratories, Inc. (“Sandoz”) in the U.S. District Court for the District of ~~Massachusetts.~~New Jersey, in connection with the abbreviated new drug applications respectively filed with the FDA by Sandoz and Alcon, seeking approval to market a generic version of Combigan^®. On March 6, 2018, U.S. Patent Nos. 9,907,801 (the “‘801 Patent”) and 9,907,802 (the “‘802 Patent”) were added to the case. The ~~Complaint asserts~~‘453, ‘801 and ‘802 Patents are listed in the Orange Book for Combigan^® and expire on April 19, 2022. A trial date has not been set. On July 13, 2018, the district court adopted Allergan’s proposed claim construction and granted Allergan’s motion for preliminary injunction against Sandoz. On August 1, 2018, the district court entered an order setting a preliminary injunction bond in the amount of $157,300,000 under Federal Rule of Civil Procedure 65(c), which Allergan posted. Sandoz appealed the grant of the injunction. On August 29, 2019, the Federal Circuit affirmed the grant of a preliminary injunction against Sandoz.

Juvéderm^®IPR. In August, September and October 2019, Prollenium US Inc. (“Prollenium”) submitted Inter Partes Review (“IPR”) petitions to the USPTO regarding the ‘475 Patent, the ‘013 patent, the ‘322 patent, the ‘676 patent, the ‘795 patent and the ‘519 patent. Prollenium’s IPR petitions seek review of all claims ~~under~~of the ~~federal RICO statute, violations~~ ‘013, ‘322, ‘676, and ‘519 patents, claims 1-9, 18, and 27-37

of ~~number~~the ‘475 patent, and claims 1-11, 22, 26-39, and 40-41 of ~~state consumer protection statutes, common law fraud,~~the ‘795 patent. Patent owner’s preliminary responses for these petitions are due on December 19, 2019, or later.

Kybella^®. On November 9, 2018, a subsidiary of the Company brought an action for infringement of U.S. Patent Nos. 8,101,593 (the “‘593 Patent”), 8,367,649 (the “‘649 Patent”) and ~~unjust enrichment~~8,653,058 (the “‘058 Patent”) against Slayback Pharma LLC (“Slayback”) in the U.S. District Court for the District of New Jersey in connection with an abbreviated new drug application filed with the FDA by Slayback seeking approval to market a generic version of Kybella® and challenging said patents. The ‘593, ‘649, and ‘058 Patents expire in March 2030. On April 10, 2019, a subsidiary of the Company, together with Los Angeles Biomedical Research Institute at Harbor UCLA-Medical Center (“LA BioMed”) and The Regents of the University of California (the “Regents”) (all collectively, “Plaintiffs”), filed an amended complaint against Slayback asserting infringement of the ‘593, ‘649 and ‘058 Patents and U.S. Patent Nos. 7,622,130 (the “‘130 Patent”), 7,754,230 (the “‘230 Patent”), 8,298,556 (the “‘556 Patent”) and 8,846,066 (the “‘066 Patent”). The ‘130 and ‘230 Patents expire in December 2027 (not including pending applications for patent term extension (“PTE”)), the ‘556 Patent expires in August 2025, and the ‘066 Patent expires in February 2025. Plaintiffs entered into a settlement agreement with Slayback on June 12, 2019, and the case was dismissed.

versions generic versions of Linzess^® 72 mcg capsules (“72 mcg ANDA”) before the expiration said patents. The district court consolidated the 72 mcg ANDA actions with the November 2016 Action.

In May and August 2018, the district court granted joint stipulations and orders to dismiss without prejudice all claims, counterclaims, and defenses in the November 2016 Action with respect to the ~~sale~~‘371 Patent and ~~marketing of certain products. The complaint seeks to certify a nationwide class of private payer entities, or their assignees, that paid Medicare benefits on behalf of their beneficiaries.~~ the ‘030 Patent, respectively, as between Plaintiffs, Teva, Mylan and Sandoz.

On ~~April 9,~~September 4, 2018, ~~the plaintiffs filed an Amended Complaint, adding certain other Allergan subsidiaries as defendants. Defendants filed a motion to dismiss the Amended Complaint on June 11, 2018.~~

~~Generic Drug Pricing Securities and ERISA Litigation~~. On November 4, 2016, a class action was filed by a putative class of Allergan shareholders in federal court in California against the Company and certain of its current and former officers alleging that the Company and certain of its current and former officers made materially false and misleading statements. Additional similar class action complaints and one complaint by an individual defendant have been filed and these cases have been consolidated in the federal district court in New Jersey. The complaints allege generally that between February 2014 and November 2016, Allergan and certain of its officers made materially false and misleading statements regarding the Company’s internal controls over its financial reporting and failed to disclose that its Actavis generics unit had engaged in illegal, anticompetitive price-fixing with its generic industry peers. The complaint seeks unspecified monetary damages. After the Company filed a motion to dismiss plaintiffs filed a second amended consolidated complaint on November 28, 2017. The Company’s motion to dismiss the second amended complaint, filed on January 22, 2018, is still pending. A complaint was filed in California state court, premised on the same underlying allegations, by an individual opt-out plaintiff on February 2, 2018. Two complaints were filed, one in the federal district court in California and one in the federal district court in New Jersey, that are premised on the same alleged underlying conduct that is at issue in the securities litigation but that assert claims under the Employee Retirement Income Security Act of 1974 (“ERISA”). These complaints also have been consolidated in the district court in New Jersey. The ERISA complaints assert claims on behalf of a putative class of individuals who participated in the Company’s retirement plans and seek an unspecified amount of damages and other injunctive relief. On October 23, 2017, the ERISA litigation Plaintiffs filed an amended ~~consolidated~~ complaint ~~which~~as to Mylan to assert the ‘628 patent against Mylan’s 72 mcg ANDA product.

Restasis^®. Between August 2015 and July 2016, a subsidiary of the Company ~~moved~~brought actions for infringement of U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”) and 9,248,191 (the “’191 patent”) in the U.S. District Court for the Eastern District of Texas against Akorn, Inc., Apotex, Inc., Mylan Pharmaceuticals, Inc., Teva Pharmaceuticals USA, Inc., InnoPharma, Inc., Famy Care Limited (“Famy Care”), TWi Pharmaceuticals, Inc. (“TWi”) and related subsidiaries and affiliates thereof.

The subsidiary entered into settlement agreements with Apotex, TWi, Famy Care and InnoPharma. As a result of certain of these settlements, Allergan will provide a license to ~~dismiss~~certain parties to launch their generic versions of Restasis^® beginning on February ~~2, 2018. Only July 3,~~27, 2024, or earlier in certain circumstances. Additionally, under certain circumstances, the Company will supply and authorize certain parties to launch an authorized generic version of Restasis® on August 28, 2024 or earlier in certain circumstances.

~~Telephone Consumer Protection Act Litigation.~~ In October 2012, Forest and certain of its affiliates were named as defendants in a putative class action in federal court in Missouri. This suit alleges that Forest and another defendant violated the Telephone Consumer Protection Act (the “TCPA”) by sending unsolicited facsimiles and facsimiles with inadequate opt-out notices. The case was stayed pending the administrative proceeding initiated by the pending FCC Petition and a separate petition Forest filed. A similar lawsuit was filed in in Missouri state court against Warner Chilcott Corporation which Warner Chilcott removed to the federal district court. In the wake of the Court of Appeals decision on the Petition discussed below, the parties reached an agreement to settle these actions.

In a related matter, on June 27, 2013, Forest filed a Petition for Declaratory Ruling with the FCC requesting that the FCC find that (1) the faxes at issue in the action complied, or substantially complied with the FCC regulation, and thus did not violate it, or (2) the FCC regulation was not properly promulgated under the TCPA. On October 30, 2014, the FCC issued a final order on the FCC Petition granting Forest and several other petitioners a retroactive waiver of the opt-out notice requirement for all faxes sent with express consent. The litigation plaintiffs appealed the final order to theU.S. Court of Appeals for the ~~District of Columbia and on March 31, 2017, the Court of Appeals~~Federal Circuit issued a decision ~~which held that~~affirming the ~~FCC regulation at issue was not properly promulgated under~~district court’s finding of invalidity of the ~~TCPA. Plaintiffs’~~asserted claims of the ‘111, ‘048, ‘930 and ‘191 Patents. On March 6, 2019, the Federal Circuit denied Allergan and the Tribe’s petition for rehearing, and a mandate issued on March 13, 2019. On April 10, 2019, Allergan and the Tribe filed a petition for a writ of certiorari ~~was denied by~~with the United States Supreme ~~Court.~~Court, which was denied on June 3, 2019.

On August 10 and September 20, 2018, a subsidiary of the Company ~~has been named as~~and the Tribe filed complaints for infringement of the ’162 patent and the ’556 patent in the U.S. District Court for the District of Delaware against Saptalis and against Amneal Pharmaceuticals, LLC and Amneal Pharmaceuticals Co. India Private Limited (collectively, “Amneal”), respectively. The cases were voluntarily dismissed on January 2, 2019.

Restasis^® IPR. On June 6, 2016, a ~~defendant, along with several other manufacturers~~subsidiary of ~~opioid products, in approximately 1,278 matters relating to~~ the ~~promotion and sale~~Company received notification letters that Inter Partes Review of ~~prescription opioid pain relievers and additional suits may be filed. The first complaints~~the USPTO (“IPR”) petitions were filed by Mylan Pharmaceuticals Inc. (“Mylan”) regarding U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”), and 9,248,191 (the “‘191 patent”), which patents expire on August 27, 2024. Mylan filed the ~~California counties of Santa Clara and Orange,~~IPR petition on ~~behalf~~June 3, 2016. On June 23, 2016, a subsidiary of the ~~State~~Company received a notification letter that an IPR petition and motion for joinder was filed by Argentum Pharmaceuticals LLC (“Argentum”) regarding the ’111 patent. On December 7, 2016, the Company entered into a settlement agreement with Argentum and Argentum’s petition was withdrawn. On December 8, 2016, the USPTO granted Mylan’s

petitions to institute IPRs with respect to these patents. On January 6, 2017, each of ~~California,~~Akorn and Teva filed, and on January 9, 2017 the ~~City of Chicago~~USPTO received, IPR petitions with respect to these patents and motions for joinder with the ~~State of Mississippi,~~Mylan IPR. The USPTO granted Teva’s and Akorn’s joinder motions on March 31, 2017.

a lawsuit in state court which parallels the claims in the California, Chicago and Mississippi matters. Since the filing of the complaint by the State of Ohio, additional cases have been filed, including cases filed by others states but mainly by political subdivisions of states (i.e., counties and municipalities) in state and federal courts across the country. In addition, cases have been filed on behalf of consumers who were prescribed opioid products or were prescribed opioid products and were subsequently treated for an overdose or addiction. The federal court cases have been consolidated in an MDL in the federal court for the Northern District of Ohio. In the California case, which is pending in state court in California, the court has set a trial date of June 28, 2019.

~~The Company is aware that other states and political subdivisions are filing comparable actions against, among others, manufacturers and parties that promoted prescription opioid pain relievers.~~

~~Testosterone Replacement Therapy Class Action~~. On November 24, 2014, the Company was served with a putative class action complaint filed on behalf a class of third party payers in federal court in Illinois. The suit alleges that the Company and other named pharmaceutical defendants violated various laws including the federal RICO statute and state consumer protection laws in connection with the sale and marketing of certain testosterone replacement therapy pharmaceutical products (“TRT Products”), including the Company Androderm^® product. This matter was filed in the TRT Products Liability MDL, described in more detail below, notwithstanding that it is not a product liability matter. Plaintiff alleges that it reimbursed third parties for dispensing TRT Products to beneficiaries of its insurance policies. Plaintiff seeks to obtain certain equitable relief, including injunctive relief and an order requiring restitution and/or disgorgement, and to recover damages and multiple damages in an unspecified amount. Defendants jointly filedfile a motion to dismiss the third amended complaint and in its ruling the court dismissed all claims against the Company except plaintiff’s RICO conspiracy claim. Discovery in this matter is ongoing. Plaintiffs filed a motion for class certificationbased on ~~November 6, 2017.~~ tribal sovereign immunity.

On ~~March 5, 2018, Defendants filed papers in opposition to Plaintiffs’ class certification motion. On July 26,~~February 23, 2018, the ~~court entered an order~~USPTO issued orders denying ~~plaintiff’s class certification motion. On October 15, 2018, Defendants filed a motion for summary judgment.~~

~~Xaleron Dispute.~~ On February 5, 2016, Xaleron Pharmaceuticals, Inc. filed a lawsuit against Allergan, Inc. and Actavis, Inc., now known as Allergan Finance, LLC, in state court in New York. The complaint, filed on February 26, 2016, alleges the defendants misappropriated Xaleron’s confidential business information and asserts claims for unfair competition, tortious interference with prospective economic advantage and unjust enrichment. The Company filed aTribe’s motion to dismiss (or terminate).

On July 20, 2018, the ~~complaint~~Federal Circuit affirmed the USPTO’s denial of the Tribe’s motion to dismiss and Allergan’s motion to withdraw. On August 20, 2018, the Tribe and Allergan filed a petition for rehearing en banc, which the Federal Circuit denied on October 22, 2018. On December 21, 2018, the Company and the Tribe filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on April 15, ~~2016.~~2019.

Saphris^®. Between September 2014 and May 2015, subsidiaries of the Company brought actions for infringement of some or all of U.S. Patent Nos. 5,763,476 (the “‘476 patent”), 7,741,358 (the “‘358 patent”) and 8,022,228 (the “‘228 patent”) against Sigmapharm Laboratories, LLC (“Sigmapharm”), Hikma Pharmaceuticals, LLC (“Hikma”), Breckenridge Pharmaceutical, Inc. (“Breckenridge”), Alembic Pharmaceuticals, Ltd. (“Alembic”) and Amneal Pharmaceuticals, LLC (“Amneal”), and related subsidiaries and affiliates thereof in the U.S. District Court for the District of Delaware in connection with an abbreviated new drug applications respectively filed with FDA by Sigmapharm, Hikma, Breckenridge, Alembic and Amneal, each seeking approval to market a generic versions of Saphris^® and challenging each of said patents. Including a 6-month pediatric extension of regulatory exclusivity, the ‘476 patent expires in December 2020, and the ‘358 and ‘228 patents expire in October 2026. In 2016, the parties agreed to dismiss all claims related to the ‘358 and ‘228 patents, leaving only the ‘476 patent at issue. On ~~September~~October 13, 2016, the court ~~issued a decision denying~~stayed trial as to Sigmapharm and extended the ~~Company’s motion. Defendants filed an answer~~30-month stay as to the complaint and the parties are now engaged in discovery. The company filed a motion for summary judgment on April 4, 2018. The parties have reached an agreement in principle to settle the litigation.

~~Zeltiq Advertising Litigation~~.Sigmapharm. On April 26, 2017, a putative class action lawsuit was filed against Zeltiq in state court in California alleging that Zeltiq misled customers regarding the promotion of its CoolSculpting product and the product’s premarket notification clearance status. On MayJune 30, 2017, the ~~case~~district court issued an opinion and order finding all asserted claims of the ‘476 patent valid, that claims 1, 2, 5 and 6 were infringed by Alembic, Amneal, Breckenridge and Hikma, and that claims 4, 9 and 10 were not infringed by Alembic and Breckenridge. On July 11, 2017, the district court entered a final judgment that ordered, among other things, that Alembic’s, Amneal’s, Breckenridge’s and Hikma’s respective ANDAs not be granted final approval by FDA earlier than the date of expiration of the ‘476 patent inclusive of any applicable adjustments, extensions or exclusivities.

On March 14, 2019, the Federal Circuit vacated the district court’s July 2017 judgment that claims 1 and 4 are not invalid and remanded for the district court to consider a fact question and its impact on the obviousness analysis. On April 15, 2019, Plaintiffs filed a combined petition for panel rehearing and rehearing en banc with respect to this issue, which was ~~removed~~denied on May 15, 2019. In its March 14, 2019 order, the Federal Circuit also vacated the judgment of non-infringement of claims 4, 9 and 10 as to Alembic and Breckenridge and remanded for the district court to consider their infringement under a revised claim construction.

Juvéderm^®. On April 5, 2017, a subsidiary of the Company brought an action for unfair competition, false advertising, dilution, conspiracy and infringement of Allergan’s Juvéderm^® trademarks in the U.S. District Court for the Central District of ~~California. On~~California against Dermavita Limited Partnership (“Dermavita”), Dima Corp. S.A. (“Dima Corp.”) and KBC Media Relations LLC (“KBC”). Dima Corp. had previously announced its acquisition of a license from Dermavita to develop and market in the U.S. cosmetic products under the Juvederm trademark. During June 2017, the Company entered into a settlement agreement with KBC. During July ~~20,~~ 2017, ~~Plaintiffs filed an amended complaint. In August 2017, Zeltiq filed a~~the Court preliminarily enjoined Dima Corp. from, inter alia, promoting or selling within the United States any product bearing the trademark Juvéderm^® or any other trademark confusingly similar to it. During January 2018, the Court granted Dermavita’s renewed motion to dismiss the ~~amended complaint. On June 11, 2018,~~Company’s complaint based on purported lack of personal jurisdiction. During January 2019, the Company subsidiary and Dima Corp. resolved the action and the Court ~~granted Zeltiq’s motion to dismiss~~entered a permanent injunction and final judgment in favor of the ~~amended complaint. On July 2, 2018, Plaintiffs filed~~Company subsidiary and against Dima Corp. for trademark infringement, unfair competition, dilution and false advertising.

Subsidiaries of the Company requested a ~~third amended complaint. On July 23, 2018, Zeltiq filed a motion to dismiss~~preliminary injunction against Dermavita, Dima Corp, Aesthetic Services & Development, Jacqueline Sillam and Dimitri Sillam in the ~~third amended complaint. On September 4, 2018, plaintiffs filed a notice of voluntary dismissal. On October 3, 2018, plaintiffs filed a motion of appeal with the Ninth Circuit~~High Court of ~~Appeals.~~Paris, France. During June 2017, the Paris Court preliminarily enjoined the defendants, inter alia, to refrain from promoting or selling in France its Juvederm products, to transfer various domain names and to pay provisional damages to Allergan, on the basis that such use would infringe Allergan’s EU and French Juvéderm^® trademarks and would amount to unfair competition. This injunction has become final. A subsidiary of the Company has also filed against Dermavita, Dima Corp. and others a full action of trademark infringement in the Paris court. Dermavita has submitted two requests that the full action be stayed pending the outcome of the Nanterre action and the EUIPO trademark proceedings, both mentioned below. The Paris court rejected Dermavita’s first stay request and subsequently ordered the defendants to pay more than 75,000 Euros in liquidated damages for violation of the preliminary injunction mentioned above. Dermavita’s second request for a stay remains pending. Furthermore, Dermavita filed an action against subsidiaries of the Company in the Nanterre, France court alleging that the subsidiaries have not used its Juvéderm trademark and requesting the court to revoke the Company’s trademark based on its purported lack of use or purportedly invalid license and assignment agreements. On February 21, 2019, the Nanterre Court ruled in the Company’s favor, holding that the license and assignment agreements were valid and that Allergan has used its trademark in commerce. Dermavita has appealed this decision.

~~Patent Litigation~~On January 22, 2019, subsidiaries of the Company brought a related action for infringement of the Company’s Juvéderm^®trademarks against Aesthetic Services and Development Limited, Juvederm Elite Clinics SARL and Jamal Hamadi in the (UK) High Court of Justice. The case is in its early stages and no trial date has been set.

~~Aczone~~ ^® ~~Gel, 7.5%.~~ In June and July 2017, Allergan, Inc. brought actions for infringement of U.S. Patent No. 9,517,219 (the “‘219 patent”) in the U.S. District Court for the District of Delaware against Taro Pharmaceutical Industries Ltd. and Taro Pharmaceuticals, Inc. (collectively, “Taro”). Taro had notified Allergan in April and July 2017, that it filed an ANDA with the FDA seeking to obtain approval to market a generic version of Aczone^® Gel, 7.5% before the ‘219 patent expires in November 2033. These lawsuits triggered automatic stays of approval of Taro’s ANDA that expire no earlier than October 2019 and January 2020, respectively (unless there is a final court decision adverse to Plaintiff sooner). Trial has been tentatively scheduled for February 4, 2019. In September, 2018, Allergan divested several dermatology products including ~~Aczone~~^® ~~Gel, 7.5%~~ to Almirall, S.A. and has transferred all rights to the ‘219 patent to Almirall, LLC. On October 19, 2018, an unopposed stipulation and proposed order to substitute Almirall, LLC for Allergan, Inc. as a party to this case was submitted to the district court.

~~Aczone~~^® ~~Gel, 7.5%IPR.~~ ~~Amneal Pharmaceuticals LLC and Amneal Pharmaceuticals of New York, LLC (collectively, “Amneal”) filed a petition for~~ ~~Inter Partes~~ Review (Trial number IPR2018-00608) with the USPTO regarding U.S. Patent No. 9,161,926, which was accorded a filing date of February 12, 2018. On June 8, 2018, Allergan filed a Patent Owner Preliminary Response. On August 29, 2018, the USPTO granted Amneal’s petition to institute an IPR with respect to the ’926 patent. In September, 2018, Allergan divested several dermatology products including ~~Aczone~~^® ~~Gel, 7.5%~~ ~~to Almirall, S.A. and has transferred all rights to the ‘926 patent to Almirall, LLC.~~

Bystolic^®. On ~~January 19, 2018, Allergan Sales, LLC, Allergan USA, Inc., and Forest Laboratories Holdings, Ltd. (collectively, “Allergan”)~~July 2, 2019, subsidiaries of the Company brought an action for infringement of U.S. Patent No. 6,545,040 in the United States District Court for the District of Delaware against ~~Aurobindo~~Ajanta Pharma Ltd. and Ajanta Pharma USA Inc. ~~and Aurobindo Pharma Ltd.~~ (collectively, ~~“Aurobindo”~~“Ajanta”)~~. Aurobindo had notified Forest Laboratories, LLC (which later merged~~ in connection with ~~and into Allergan Sales, LLC,~~an abbreviated new drug application filed with ~~Allergan Sales, LLC as~~ the ~~surviving entity) that Aurobindo had filed an ANDA with~~ FDA by Ajanta seeking ~~to obtain~~ approval to market a generic ~~versions~~version of Bystolic^® ~~2.5 mg, 5 mg, 10 mg,~~ and 20 mg nebivolol hydrochloride tablet products before the ‘040 Patent expires in December 17, 2021. This lawsuit triggered an automatic stay of approval of Aurobindo’s ANDA that expires no earlier than June 2020 (unless there is a final court decision adverse to Plaintiffs sooner). Allergan entered into a settlement agreement with Aurobindo on September 12, 2018, and thechallenging said patent. No trial date or case ~~was dismissed.~~schedule has been set.

Previously, the Company had asserted the ‘040 patent in actions against Actavis, Alkem, Amerigen, Glenmark, Hetero, Indchemie and Torrent, and related subsidiaries and affiliates thereof (collectively, “the Original Defendants”), and reached settlements terminating those actions. As previously announced, under the terms of the settlement agreements, the Company will provide licenses to each of the Original Defendants that will permit them to launch their generic versions of Bystolic as of the date that is the later of (a) three calendar months prior to the expiration of the ‘040 patent, including any extensions and/or pediatric exclusivities, or (b) the date each company receives final FDA approval of its ANDA, or earlier in certain circumstances.

~~Byvalson~~Combigan^®. On ~~September 18,~~October 30, 2017, ~~Forest Laboratories, LLC (which later merged with and into Allergan Sales, LLC, with Allergan Sales, LLC as~~subsidiaries of the ~~surviving entity) and Forest Laboratories Holdings, Ltd. (collectively, “Forest”) brought~~Company filed an action for infringement of U.S. Patent ~~Nos. 7,803,838~~Number 9,770,453 (the “‘838 patent”) and 7,838,552 (the “‘552 patent”) in the U.S. District Court for the District of New Jersey against Prinston Pharmaceutical Inc., Zhejiang Huahai Pharmaceutical Co., Ltd., Huahai US Inc. and Solco Healthcare US, LLC (collectively, “Prinston”). Prinston notified Forest that it filed an ANDA with the FDA seeking to obtain approval to market a generic version of Byvalson^® before the ‘838 and ‘552 patents expire. This lawsuit triggered an automatic stay of approval of the Prinston ANDA until February 2020 (unless a court issues a decision adverse to Forest sooner). No trial date or schedule has been set.

~~Combigan~~^® ~~II-III~~. On March 9, 2015, Allergan filed a complaint against Sandoz in the U.S. District Court for the Eastern District of Texas, Marshall Division, alleging that Sandoz’s proposed generic product infringes certain U.S. Patents including U.S. Patent Nos. 7,030,149 (the “149453 Patent”)~~, 7,320,976 (the “’976 Patent”), and 8,748,425 (the “’425 Patent”).~~

A bench trial concluded on October 27, 2016. On December 30, 2016, the court entered an opinion and final judgment in favor of Allergan and against Sandoz, that the asserted claims of the ‘149 Patent, ‘976 Patent and ‘425 Patent were not invalid, and that Sandoz infringes the asserted claims of the ‘425 Patent. The court also held in favor of Sandoz and against Allergan, that Sandoz does not infringe the asserted claims of the ‘149 and ‘976 Patents. Sandoz filed a notice of appeal and Allergan filed a notice of cross appeal. The Federal Circuit heard oral arguments on October 2, 2017 and on December 22, 2017, issued a decision affirming the district court’s finding of no invalidity of the asserted claims and non-infringement of the claims of the ‘149 and ‘976 Patents, and reversing the district court’s finding of infringement of claim 1 of the ‘425 Patent. On March 29, 2018, the Federal Circuit denied Allergan’s combined petition for panel rehearing or rehearing ~~en banc~~. The mandate was issued on April 4, 2018. On April 6, 2018, Sandoz filed an unopposed motion to vacate the district court’s injunction orders. The district court vacated certain final judgments on June 6, 2018. Allergan filed a petition for writ of certiorari on June 28, 2018, which the U.S. Supreme Court denied on October 1, 2018.

~~Combigan~~^® IV~~. On October 30, 2017, Allergan Sales, LLC and Allergan, Inc. (collectively, “Allergan”) filed a complaint~~ against Sandoz, Inc. and Alcon Laboratories, Inc. (“Sandoz”) in the U.S. District Court for the District of New Jersey, ~~alleging that their proposed~~in connection with the abbreviated new drug applications respectively filed with the FDA by Sandoz and Alcon, seeking approval to market a generic ~~versions~~version of Combigan^® ~~infringe U.S. Patent Number 9,770,453 (the “‘453 Patent”)~~. On March 6, 2018, ~~Allergan and Sandoz submitted a stipulation and proposed order to grant Allergan leave to file an amended complaint to assert additional claims of infringement of~~ U.S. Patent Nos. 9,907,801 (the “‘801 Patent”) and 9,907,802 (the “‘802 Patent”). were added to the case. The ‘453, ‘801 and ‘802 Patents are listed in the Orange Book for Combigan^®and expire on April 19, 2022. A trial date has not been set. On April 17, 2018, Sandoz filed an amended answer and counterclaims alleging non-infringement, invalidity, inequitable conduct, unclean hands and certain other antitrust counterclaims, including fraud on the U.S. Patent Office, sham litigation, abusive serial patent enforcement, and state monopolization claims. On May 22, 2018, Allergan filed a motion to dismiss Sandoz’s antitrust and inequitable conduct counterclaims (and to strike a related affirmative defense), or alternatively to bifurcate and stay Sandoz’s antitrust

~~counterclaims.~~ On July 13, 2018, the district court adopted Allergan’s proposed claim construction and granted Allergan’s motion for preliminary injunction against Sandoz. ~~On July 26, 2018, Sandoz filed a notice of appeal regarding the claim construction and preliminary injunction, and filed its opening brief on October 1, 2018.~~ On August 1, 2018, the district court entered an order setting a preliminary injunction bond in the amount of $157,300,000 under Federal Rule of Civil Procedure 65(c), which Allergan posted.

~~Delzicol~~^®. Sandoz appealed the grant of the injunction. On August ~~28, 2015, Warner Chilcott Company, LLC, Warner Chilcott (US), LLC,~~29, 2019, the Federal Circuit affirmed the grant of a preliminary injunction against Sandoz.

Fetzima^®. In October and Qualicaps Co., Ltd. (collectively, “Plaintiffs”) brought an action for infringement of U.S. Patent No. 6,649,180 (the “‘180 patent”) in the United States District Court for the Eastern District of Texas against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries Ltd. (collectively, “Teva”). Teva notified Plaintiffs that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Delzicol^® ~~before the ‘180 patent expires in April 2020. On~~ November 9, 2015, Plaintiffs also brought an action for infringement of ‘180 patent in the United States District Court for the Eastern District of Texas against Mylan Pharmaceuticals, Inc., Mylan Laboratories Limited and Mylan, Inc. (collectively, “Mylan”). Mylan notified Plaintiffs that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Delzicol^® ~~before the ‘180 patent expires in April 2020. In March 2016, the court entered an order consolidating the Mylan litigation (C.A. 2:15-cv-01740) with the Teva litigation (C.A. 2:15-cv-01471) matter as the lead case.~~

On April 1, 2016, Warner Chilcott Company, LLC, Warner Chilcott (US), LLC, Allergan Pharmaceuticals International Ltd., Allergan USA, LLC and Qualicaps Co., Ltd. (collectively, “Plaintiffs”) brought an action for infringement2017, subsidiaries of the ‘180 patent in the United States District Court for the Eastern District of Texas against Zydus International Pvt. Ltd., Zydus Pharmaceuticals (USA) Inc. and Cadila Healthcare Ltd. (collectively, “Zydus”). Zydus notified the Company ~~that it has filed an ANDA with the FDA seeking to obtain approval to market generic versions of Delzicol~~^® before the ‘180 patent expires. On November 28, 2016, Plaintiffs entered into a settlement agreement with Zydus. Under the terms of the settlement agreement, Zydus may launch its generic version of Delzicol^® ~~on March 1, 2020, or earlier under certain circumstances.~~

On April 21, 2017, Plaintiffs brought an action for infringement of the ‘180 patent in the United States District Court for the Eastern District of Texas against Teva Pharmaceuticals USA, Inc., which had notified Plaintiffs that, on or before March 9, 2017, it had amended its ANDA seeking to obtain approval to market generic versions of Delzicol^®. Teva also notified Plaintiffs that it had submitted to FDA a new paragraph IV certification for the ‘180 patent in connection with its ANDA. On August 7, 2017, Teva and Mylan filed motions for summary judgment of non-infringement, and Teva filed a motion for summary judgment for alleged improper Orange Book listing. On September 28, 2017, the Magistrate Judge issued a Report and Recommendation granting Teva’s and Mylan’s motions for summary on non-infringement and denying, as moot, Teva’s summary judgment motion concerning Orange Book listing. On October 24, 2017, the District Court adopted the Magistrate Judge’s recommendation as to non-infringement and issued final judgment on that issue. The District Court also ruled that defendants’ counterclaims be taken up after finality is achieved with respect to the non-infringement issue. On November 21, 2017, Plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the Federal Circuit.

On December 18, 2017, Plaintiffs Allergan Sales, LLC and Qualicaps Co., Ltd. entered into a settlement agreement with Mylan and the actions with respect to Mylan were subsequently dismissed. Under the terms of the settlement agreement, Mylan may launch its generic version of Delzicol^® ~~on July 1, 2019, or earlier under certain circumstances.~~

~~Appeal briefing between Plaintiffs and Teva, the remaining defendant, was completed on May 8, 2018, and oral argument is scheduled for December 6, 2018.~~

~~Fetzima~~^®. ~~In September and October 2017, certain Allergan subsidiaries~~ and Pierre Fabre Medicament received Paragraph IV certification notice letters from Amneal Pharmaceuticals LLC, Aurobindo Pharma USA, Inc., MSN Laboratories Private Limited, Prinston Pharmaceutical Inc., Torrent Pharmaceuticals Limited, West-Ward Pharmaceuticals International Limited, and Zydus Pharmaceuticals (USA) Inc. indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generic versionsS.A.S. brought actions for infringement of ~~FETZIMA~~^® ~~20 mg, 40 mg, 80 mg, and 120 mg extended release capsules (“FETZIMA”) before the expiration of the three patents listed in the Orange Book, including~~ U.S. Patent Nos. RE43,879 (the “‘879 Patent”); 8,481,598 (the “‘598 Patent”); and 8,865,937 (the “‘937 Patent”). against MSN Laboratories Private Limited and MSN Pharmaceuticals Inc. (collectively, “MSN”), Prinston Pharmaceutical Inc. and Solco Healthcare U.S., LLC (collectively, “Prinston”), Torrent Pharmaceuticals Limited and Torrent Pharma Inc. (collectively, “Torrent”), West-Ward Pharmaceuticals International Limited and West-Ward Pharmaceuticals Corp. (collectively, “West-Ward”), Zydus Pharmaceuticals (USA) Inc. (“Zydus”), Aurobindo Pharma USA, Inc. and Aurobindo Pharma Limited (collectively, “Aurobindo”), and Amneal Pharmaceuticals LLC and Amneal Pharmaceuticals Private Limited (collectively, “Amneal”), in connection with abbreviated new drug applications, respectively filed with the FDA by MSN, Prinston, Torrent, West-Ward, Zydus, Aurobindo, and Amneal, each seeking approval to market generic versions of Fetzima® and challenging said patents. The ‘879 Patent expires in June 2023 (not including a pending application for patent term extension (“PTE”)), the ‘598 patent expires in March 2031, and the ‘937 Patent expires in May 2032. ~~These generic ANDA filers claim~~Fact discovery is completed. Trial is expected to begin in ~~their respective notice letters that the ‘879 Patent, the ‘598 Patent~~August 2020. Allergan entered into a settlement agreement with Amneal on December 18, 2018, and the ~~‘937 Patent are invalid and/or would not be infringed.~~ case as against Amneal was dismissed. Allergan entered into a settlement agreement with Prinston on June 6, 2019, and the case as against Prinston was dismissed.

~~On October 30, 2017, Forest Laboratories, LLC (which later merged with and into Allergan Sales, LLC, with Allergan Sales, LLC as~~In April 2019, subsidiaries of the ~~surviving entity) and Forest Laboratories Holdings Limited, Allergan USA, Inc.,~~Company and Pierre Fabre Medicament S.A.S. ~~(collectively, “Forest”)~~ brought an action for infringement of the ‘879, ~~Patent, the~~ ‘598 ~~Patent~~ and ~~the~~ ‘937 ~~Patent~~Patents against ~~MSN Laboratories Private Limited~~Micro Labs Ltd. and ~~MSN Pharmaceuticals~~Micro Labs USA, Inc. ~~(collectively, “MSN”~~(“Micro”) in connection with Micro’s abbreviated new drug application seeking approval to market a generic version of Fetzima^® and challenging said patents. Allergan entered into a settlement agreement with Micro Labs on October 22, 2019.

Juvéderm^®. On ~~October 31, 2017, Forest brought actions~~February 26, 2019, subsidiaries of the Company filed a complaint for infringement of U.S. Patent Nos. 8,450,475 (the “‘475 Patent), 8,357,795 (the “‘795 Patent”), 8,822,676 (the “‘676 Patent”), 9,089,519 (the “‘519 Patent”), 9,238,013 (the “‘013 Patent”) and 9,358,322 (the “‘322 Patent”) in the ~~‘879~~U.S. District Court for the District of Delaware against Prollenium US Inc. and Prollenium Medical Technologies Inc. (collectively, “Prollenium”). The complaint seeks, among other things, a judgment that Defendants have infringed these patents by making, selling, offering to sell, and importing Prollenium’s Revanesse® Versa+TM product within and into the United States. Plaintiffs seek injunctive relief and damages for Defendants’ infringement. Trial is scheduled for June 14, 2021.

Juvéderm^®IPR. In August, September and October 2019, Prollenium US Inc. (“Prollenium”) submitted Inter Partes Review (“IPR”) petitions to the USPTO regarding the ‘475 Patent, the ~~‘598 Patent,~~‘013 patent, the ‘322 patent, the ‘676 patent, the ‘795 patent and the ~~‘937 Patent against Prinston Pharmaceutical Inc.~~‘519 patent. Prollenium’s IPR petitions seek review of all claims of the ‘013, ‘322, ‘676, and ~~Solco Healthcare U.S., LLC (collectively, “Prinston”), Torrent Pharmaceuticals Limited~~‘519 patents, claims 1-9, 18, and ~~Torrent Pharma Inc. (collectively, “Torrent”), West-Ward~~27-37

~~Pharmaceuticals International Limited~~of the ‘475 patent, and ~~West-Ward Pharmaceuticals Corp. (collectively, “West-Ward”),~~claims 1-11, 22, 26-39, and ~~Zydus Pharmaceuticals (USA) Inc. (“Zydus”)~~40-41 of the ‘795 patent. Patent owner’s preliminary responses for these petitions are due on December 19, 2019, or later.

Kybella^®. On November ~~15, 2017, Forest~~9, 2018, a subsidiary of the Company brought ~~actions~~an action for infringement of ~~the ‘879~~U.S. Patent ~~the ‘598 Patent~~Nos. 8,101,593 (the “‘593 Patent”), 8,367,649 (the “‘649 Patent”) and ~~the ‘937 Patent~~8,653,058 (the “‘058 Patent”) against ~~Aurobindo~~Slayback Pharma ~~USA, Inc. and Aurobindo Pharma Limited (collectively, “Aurobindo”), and Amneal Pharmaceuticals~~ LLC ~~and Amneal Pharmaceuticals Private Limited (collectively, “Amneal”~~(“Slayback”)~~. Each of these lawsuits were brought~~ in the U.S. District Court for the District of New Jersey ~~and triggered automatic stays of approval of~~in connection with an abbreviated new drug application filed with the ~~ANDAs until January 2021 (unless there is a final court decision adverse to Forest sooner).~~

In December 2017 and January 2018 MSN, Torrent, West-Ward, Zydus, and Amneal filed answers and counterclaims, and Prinston and Aurobindo filed answers, in their respective actions. In January 2018 Forest filed answers to MSN, Torrent, West-Ward and Zydus’s counterclaims. On February 8, 2018, the district court consolidated the MSN, Prinston, Torrent, West-Ward, Zydus, Aurobindo and Amneal actions. No trial date has been set.

~~Lastacaft~~^®. In July 2017, the Company and Vistakon Pharmaceuticals, LLC received a Paragraph IV certification notice letter from Aurobindo Pharma USA Inc. (“Aurobindo”) indicating that it had submitted to FDA ~~an ANDA~~by Slayback seeking approval to ~~manufacture and sell~~market a generic version of ~~LASTACAFT~~^®Kybella® and challenging said patents. The ‘593, ‘649, and ‘058 Patents expire in March 2030. On April 10, 2019, a subsidiary of the Company, together with Los Angeles Biomedical Research Institute at Harbor UCLA-Medical Center (“~~LASTACAFT”~~LA BioMed”) ~~before~~and The Regents of the ~~expiration~~University of ~~U.S. Patent No. 8,664,215~~California (the “‘215 Patent) listed in the Orange Book. The ‘215 Patent expires December 2027. Aurobindo claims that the patent listed in its notice letter is invalid, unenforceable and/or would not be infringed. On September 8, 2017, Allergan, Inc. and Vistakon Pharmaceuticals, LLC (collectively,“Regents”) (all collectively, “Plaintiffs”), ~~brought~~filed an ~~action for~~amended complaint against Slayback asserting infringement of the ~~‘215~~‘593, ‘649 and ‘058 Patents and U.S. Patent ~~in the U.S. District Court for the District of Delaware against Aurobindo Pharma Ltd.~~Nos. 7,622,130 (the “‘130 Patent”), ~~Aurobindo Pharma USA, Inc.~~7,754,230 (the “‘230 Patent”), 8,298,556 (the “‘556 Patent”) and ~~Auromedics Pharma LLC (collectively, “Defendants”~~8,846,066 (the “‘066 Patent”). ~~This lawsuit triggered an automatic stay of approval of~~The ‘130 and ‘230 Patents expire in December 2027 (not including pending applications for patent term extension (“PTE”)), the ~~applicable ANDA that~~‘556 Patent expires ~~no earlier than January 2020 (unless there is~~in August 2025, and the ‘066 Patent expires in February 2025. Plaintiffs entered into a ~~final court decision adverse to Plaintiffs sooner). Trial has been scheduled for July 2019.~~settlement agreement with Slayback on June 12, 2019, and the case was dismissed.

Latisse^® IV. In December 2016, Sandoz announced the U.S. market launch of ~~Defendants’~~its generic copy of ~~LATISSE~~Latisse^®. In July 2017, ~~Plaintiffs Allergan~~subsidiaries of the Company and Duke University (collectively, “Plaintiffs”) filed a complaint for infringement of U.S. Patent Number 9,579,270 (“‘270 Patent”) against Defendants Sandoz Inc. (“Sandoz”) and Alcon Laboratories, Inc. (“Alcon”) in the U.S. District Court for the Eastern District of Texas (EDTX). ~~(The~~The ‘270 patent expires in January 2021.) In their complaint, Plaintiffs seek, among other things, a judgment that Defendants have infringed the ‘270 patent by making, selling, and offering to sell, and/or importing, their generic copy of ~~LATISSE~~Latisse^® within the United States. Plaintiffs seek injunctive relief and damages for Defendants’ infringement.

On April 3, 2018, the EDTX court issued an ~~order: (i) denying Defendant’s motion to transfer the case to MDNC, and (ii)~~order, among other things, severing Plaintiff’s claims against Defendants and transferring Plaintiff’s claims against Alcon to the District Court of Delaware and Plaintiff’s claims against Sandoz to the District of Colorado. On October 5, 2018, the Delaware District Court entered an order ~~granting the joint stipulation and~~ dismissing the Delaware action against Alcon.

On ~~August 2, 2018, Sandoz filed an opposed~~September 18, 2019, the District of Colorado denied Sandoz’s motion ~~to stay~~for summary judgment. Discovery is closed in the District of Colorado case and ~~transfer it to the MDNC, which is still pending. On October 18, 2018, Allergan filed~~ a motion to dismiss Sandoz’s counterclaims for antitrust violations and patent unenforceability based on patent misuse and equitable estoppel, or in the alternative to bifurcate and stay Sandoz’s counterclaims. A trial date has not yet been set.

Latisse^® V. ~~In August~~On September 25, 2017, subsidiaries of the Company and Duke University received a Paragraph IV certification notice letter from Alembic Pharmaceuticals, Ltd. (“Alembic”) indicating that it had submitted to FDA an ANDA seeking approval to manufacture and sell a generic version of LATISSE^® (“LATISSE”) before the expiration of U.S. Patent Nos. 8,038,988 (the “‘988 Patent”), 8,101,161 (the “‘161 Patent”), 8,263,054 (the “‘054 Patent”), 8,541,466 (the “‘466 Patent”), 8,632,760 (the “‘760 Patent”), 8,758,733 (the “‘733 Patent”), 8,906,962 (the “‘962 Patent”), 8,986,715 (the “‘715 Patent”), 9,216,183 (the “‘183” Patent), 9,226,931 (the “‘931 Patent) and 9,579,270 (the “‘270 Patent”). (The ‘466, ‘962 and ‘270 Patents expire in January 2021; the ‘054, ‘760, ‘733, ‘715, ‘183, and ‘931 Patents expire in January 2023; the ‘988 Patent expires in August 2023; and the ‘161 Patent expires in May 2024). Alembic claims that the patents listed in its notice letter are invalid, unenforceable and/or would not be infringed. On September 25, 2017, Allergan, Inc., Allergan Sales, LLC and Duke University (collectively, “Plaintiffs”), brought an action for infringement of ~~the ‘270~~U.S. Patent ~~in the U.S. District Court for the District of New Jersey~~No. 9,579,270 (the “‘270 Patent”) against Alembic Pharmaceuticals, Ltd., Alembic Global Holding SA, and Alembic Pharmaceuticals, Inc. (collectively, “Alembic”). This lawsuit triggered an automatic stay of approval of the applicable ANDA that expires no earlier than February 2020 (unless there is a final court decision adverse to Plaintiffs sooner). No trial date has been set.

~~Latisse~~^® VI. In July, 2018, the Company and Duke University received a Paragraph IV certification notice letter from Akorn, Inc. and Hi-Tech Pharmacal Co., Inc. (collectively, “Akorn”) indicating that it had submitted to FDA an ANDA seeking approval to manufacture and sell a generic version of LATISSE^® before the expiration of U.S. Patent Nos. 9,216,183 (the “‘183” Patent), 9,226,931 (the “‘931 Patent) and 9,579,270 (the “‘270 Patent”). Akorn claims that the patents listed in its notice letter are invalid, unenforceable and/or would not be infringed. On September 19, 2018, Allergan, Inc., Allergan Sales, LLC and Duke University (collectively, “Plaintiffs”), brought an action for infringement of the ‘270 Patent in the U.S. District Court for the District of New Jersey ~~against Akorn. No trial date has been set.~~

~~Linzess~~in connection with an abbreviated new drug application filed with FDA by Alembic, seeking approval to market a generic version of Latisse^® and challenging the ‘270 patent. The Company subsidiaries and Duke entered into a settlement agreement with Alembic and the case was dismissed on April 4, 2019.

Latisse^® VI. In On September 19, 2018, subsidiaries of the Company and Duke University brought an action for infringement of U.S. Patent No. 9,579,270 (the “‘270 Patent”) against Akorn, Inc. and Hi-Tech Pharmacal Co., Inc. (collectively, “Akorn”) in the U.S. District Court for the District of New Jersey in connection with an abbreviated new drug application filed with FDA by Akorn seeking approval to market a generic version of Latisse® and challenging the ‘270 patent. The Company subsidiaries and Duke entered into a settlement agreement with Akorn and the case was dismissed on October ~~and~~15, 2019.

Linzess^®. Beginning in November 2016 subsidiaries of the Company and Ironwood ~~received Paragraph IV certification notice letters from Teva Pharmaceuticals USA, Inc. (“Teva”) , Aurobindo Pharma Ltd., Mylan~~ Pharmaceuticals, Inc. ~~(“Mylan”~~(collectively, “Plaintiffs”), ~~and Sandoz Inc. (“Sandoz”) indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generics version of LINZESS~~^® ~~145 mcg and 290 mcg capsules (“LINZESS”) before the expiration~~brought multiple actions for infringement of some or all of ~~the nine patents then listed in the Orange Book, including~~ U.S. Patent Nos. 7,304,036 (the “‘036 Patent”); 7,371,727 (the “‘727 Patent”); 7,704,947 (the “‘947 Patent”); 7,745,409 (the “‘409 Patent”); 8,080,526 (the “‘526 Patent”); 8,110,553 (the “‘553 Patent”); 8,748,573 (the “‘573 Patent”); 8,802,628 (the “‘628 Patent”); and 8,933,030 (the “‘030 Patent”) against Teva Pharmaceuticals USA, Inc. (“Teva”), Aurobindo Pharma Ltd. (“Aurobindo”), Mylan Pharmaceuticals Inc. (“Mylan”), Sandoz Inc. (“Sandoz”) and Sun Pharma Global FZE (“Sun”) in the U.S. District Court for the District of Delaware in connection with abbreviated new drug applications respectively filed with the FDA by Teva, Aurobindo, Mylan, Sandoz and Sun, each seeking approval to market generic versions of Linzess^® 145 mcg and 290 mcg capsules and challenging some or all of said patents (“November 2016 Action”). ~~(The~~The ‘727, ‘947, ‘409, ‘526 and ‘553 Patents expire in January 2024; the ‘036 Patent expires in August 2026; and the ‘573, ‘628 and ‘030 Patents expire in 2031.~~) Teva, Aurobindo Pharma Ltd., Mylan and Sandoz claim that~~ In the ~~patents discussed in their respective notice letters are invalid, unenforceable and/or would not be infringed.~~November 2016 Action, expert discovery has been completed. On ~~November 30, 2016, Forest Laboratories, LLC (which later merged with and into Allergan Sales, LLC, with Allergan Sales, LLC as~~May 31, 2019, due to a scheduling conflict, the ~~surviving entity), Forest Laboratories Holdings, Ltd., Allergan USA, Inc. and Ironwood Pharmaceuticals, Inc. (collectively, “Plaintiffs”), brought an action~~bench trial set for infringement of some or all of the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553, ‘573, ‘628 and ‘030 Patents in the U.S. District Court for the District of Delaware against Aurobindo Pharma Ltd., Aurobindo Pharma USA, Inc. (collectively, “Aurobindo”), Teva, Mylan and Sandoz. This lawsuit triggered an automatic stay of approval of the applicable ANDAs that expires no earlier than February 2020 (unless there is a final court decision adverse to Plaintiffs sooner).June 2019 was postponed. Trial is now scheduled ~~for June 2019. On July 13, 2017, Mylan filed a motion~~ to ~~dismiss for improper venue. That motion is currently pending.~~

In May 2017, the Company and Ironwood also received a Paragraph IV certification notice letter from Sun Pharma Global FZE indicating that it had submitted to FDA an ANDA seeking approval to manufacture and sell a generic version of LINZESS before the expiration of the ‘573, ‘628 and ‘030 Patents. Sun Pharma Global FZE claims that the patents are invalid and/or would not be infringed. On June 30, 2017, Plaintiffs brought an action for infringement of the ‘573, ‘628 and ‘030 Patents in the U.S. District Court for the District of Delaware against Sun Pharma Global FZE and Sun Pharmaceutical Industries Inc. (collectively, “Sun”). In January 2018, Allergan and Ironwood entered into a settlement agreement with Sun and certain Sun affiliates. Under the terms of the settlement agreement, Plaintiffs will provide a license to Sun to market a generic version of LINZESS in the United States beginning on February 1, 2031 (subject to U.S. FDA approval), or earlier in certain circumstances. The Sun action was dismissedbegin on January ~~18, 2018.~~ 7, 2020.

In July 2017, the Company and Ironwood received a second Notice Letter relating to the ANDA submitted to the FDA by Aurobindo. Aurobindo claims that the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553 Patents, as well as the ‘573, ‘628 and ‘030 Patents, are invalid and/or would not be infringed. On August 25, 2017, Plaintiffs brought an action for infringement of these patents in the U.S. District Court for the District of Delaware against Aurobindo. On September 28, 2017, this action was consolidated with the first action filed against Aurobindo. On April 30, 2018, Allergan and Ironwood entered into a settlement agreement with Aurobindo. Under the terms of the settlement agreement, Plaintiffs will provide a license to Aurobindo to market a generic version of LINZESS in the United States beginning on August 5, 2030 (subject to U.S. FDA approval), or earlier in certain circumstances. The Aurobindo actions were dismissed on May 7, 2018.

In September 2017, October 2017 and January 2018, the Company and Ironwood received second Notice Letters relating to the ANDAs submitted to the FDA by Teva, Mylan and Sandoz, respectively. Teva, Mylan and Sandoz claim that U.S. Patent No. 9,708,371 (the “‘371 Patent”) is invalid and/or would not be infringed by their respective ANDAs. (The ‘371 Patent expires in 2033.) On October 20, 2017, November 30, 2017 and January 20, 2018, Plaintiffs brought actions for infringement of ~~the ‘371 patent~~U.S. Patent No. 9,708,371 (the “‘371 Patent”) in the U.S. District Court for the District of Delaware against Teva, Mylan and Sandoz, respectively. The ~~actions filed~~‘371 Patent expires in ~~October and November 2017 against Teva and Mylan~~2033. The ‘371 patent actions have been consolidated with the ~~lawsuit filed in~~ November ~~2016.~~ 2016 Action.

In December 2017 and February 2018, the Company and Ironwood received Paragraph IV certification notice letters from Teva and Mylan, respectively indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generic versions of LINZESS^® 72 mcg capsules (“72 mcg ANDA”) before the expiration of the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553, ‘030 and ‘371 Patents. Teva and Mylan claim that these patents are invalid, unenforceable and/or would not be infringed. On February 2, 2018 and March 29, 2018, ~~Forest Laboratories Holdings, Ltd., Allergan USA, Inc., Allergan Sales, LLC and Ironwood Pharmaceuticals, Inc. (collectively, “Plaintiffs”),~~Plaintiffs brought actions for infringement of some or all of the ‘036, ‘727, ‘947, ‘409, ‘526, ‘553, ‘030 and ‘371 Patents against Teva and Mylan in the U.S. District Court for the District of Delaware ~~against~~in connection with abbreviated new drug applications respectively filed with the FDA by Teva and Mylan, ~~respectively. These lawsuits triggered automatic stays~~each seeking approval to market generic

versions generic versions of ~~approval of Teva’s~~Linzess^® 72 mcg ~~ANDA and Mylan’s~~ capsules (“72 mcg ~~ANDA that expire no earlier than June 2020 and August 2020, respectively (unless there is a final court decision adverse to Plaintiffs sooner). On March 14, 2018,~~ANDA”) before the expiration said patents. The district court consolidated the ~~Teva~~ 72 mcg ANDA ~~matter~~actions with the ~~lawsuit filed in~~ November ~~2016.~~ 2016 Action.

In May and August 2018, the district court granted joint stipulations and orders to dismiss without prejudice all claims, counterclaims, and defenses in the ~~consolidated actions~~November 2016 Action with respect to the ‘371 Patent and the ‘030 Patent, respectively, as between Plaintiffs, Teva, Mylan and Sandoz.

On ~~July 10,~~September 4, 2018, Plaintiffs filed a motion to dismiss all claims and declaratory judgment counterclaims between Plaintiffs and Mylan with respect to the ‘371 patent for lack of subject matter jurisdiction. On July 26, 2018, Plaintiffs filed a motion for leave to file an amended complaint as to Mylan to assert the ‘628 patent against Mylan’s 72 mcg ANDA product. On

August 30, 2018, the district court entered an order granting the joint stipulation and order to dismiss without prejudice all claims, counterclaims, and defenses in the consolidated actions with respect to the ‘030 Patent and the ‘371 Patent as between Plaintiffs and Mylan, granting Plaintiffs’ motion seeking leave to file an amended complaint, and withdrawing as moot Plaintiffs’ motion to dismiss with respect to the ‘371 patent. Plaintiffs filed a corrected amended complaint as to Mylan on September 4, 2018, and Mylan filed an answer to the amended complaint on September 13, 2018.

On June 12, 2018, the district court granted the parties’ request that briefing on Mylan’s motion to dismiss for improper venue be stayed until after a decision issued on Mylan’s renewed motion to dismiss for improper venue in ~~Bristol-Myers Squibb Co. v. Mylan Pharmaceuticals, Inc., C.A. Nos. 17-374 (LPS), 17-379 (LPS) (“BMS”). On October 18, 2018, the district court in~~ ~~BMS~~ ~~granted Mylan’s motion to dismiss for improper venue in that case.~~

~~Namenda XR~~^®. Between January and October 2014, Forest Laboratories, Inc., Forest Laboratories Holdings, Ltd. (collectively, “Forest”) and Merz Pharma and Adamas Pharmaceuticals, Forest’s licensors for Namenda XR^® (all collectively, “Plaintiffs”), brought actions for infringement of some or all of U.S. Patent Nos. 5,061,703 (the “‘703 patent”), 8,039,009 (the “‘009 patent”), 8,168,209 (the “‘209 patent”), 8,173,708 (the “‘708 patent”), 8,283,379 (the “‘379 patent”), 8,329,752 (the “‘752 patent”), 8,362,085 (the “‘085 patent”), and 8,598,233 (the “‘233 patent”) in the U.S. District Court for the District of Delaware against Wockhardt, Teva, Sun, Apotex, Anchen, Zydus, Watson, Par, Mylan, Amneal, Ranbaxy, and Amerigen, and related subsidiaries and affiliates thereof. Plaintiffs entered settlement agreements with every defendant except Teva.

On July 26, 2016, the district court entered a final judgment of invalidity of claim 1 of the ‘209 patent, claims 1, 6, 10 and 15 of the ‘708 patent, claim 1 of the ‘379 patent, claims 1 and 9 of the ‘752 patent, claims 1 and 7 of the ‘085 patent and claim 1 of the ‘233 patent in favor of Teva, and Plaintiffs appealed. On December 11, 2017, the Court of Appeals for the Federal Circuit issued a decision affirming the district court’s judgment of invalidity with respect to certain claims of the ‘209, ‘708, ‘379, ‘752 and ‘085 patents. On February 12, 2018, the Federal Circuit denied Plaintiffs petitions for panel rehearing and rehearing ~~en banc~~.

Previously, on September 29, 2016, the Company issued a press release following announcement of ANDA approvals, including FDA final approval by Lupin which stated that if the district court ruling is upheld on appeal to the U.S. Court of Appeals for the Federal Circuit, there is a possibility that generic entry for Namenda XR could occur following an adverse decision. The Federal Circuit issued the mandate of the court on February 20, 2018, and certain generics launched the generic products shortly thereafter.

~~Namzaric~~^®. On August 27, 2015, Forest Laboratories, LLC (which later merged with and into Allergan Sales, LLC, with Allergan Sales, LLC as the surviving entity), Forest Laboratories Holdings, Ltd. and Adamas Pharmaceuticals, Inc. (all collectively, “Plaintiffs”), brought an action for infringement of some or all of U.S. Patent Nos. 8,039,009 (the “’009 patent”), 8,058,291 (the “‘291 patent”), 8,168,209 (the “‘209 patent”), 8,173,708 (the “‘708 patent”) 8,283,379 (the “‘379 patent”), 8,293,794 (the “‘794 patent”), 8,329,752 (the “‘752 patent”), 8,338,485 (the “‘485 patent”), 8,338,486 (the “‘486 patent”), 8,362,085 (the “‘085 patent”), 8,580,858 (the “‘858 patent”) and 8,598,233 (the “‘233 patent”) in the U.S. District Court for the District of Delaware against Amneal Pharmaceuticals LLC and Par Pharmaceutical, Inc., and related subsidiaries and affiliates thereof. On October 23, 2015, the Company also brought an action for infringement of the ‘009, ‘291, ‘209, ‘708, ‘379, ‘794, ‘752, ‘485, ‘486, ‘085, ‘858 and ‘233 patents in the U.S. District Court for the District of Delaware against Amerigen Pharmaceuticals, Inc. and Amerigen Pharmaceuticals Ltd. (collectively, “Amerigen”). The Company entered into a settlement agreement with Par on April 29, 2016. On August 30, 2016, Plaintiffs entered into a settlement agreement with ~~Amneal, who is believed to be a first applicant with respect to~~Sun and certain ~~dosage strengths (memantine hydrochloride extended-release~~Sun affiliates and ~~donepezil hydrochloride, 14 mg/10 mg and 28 mg/10 mg) of Namzaric~~^®~~. Under~~ the terms of the agreement, and subject to review of the settlement terms by the U.S. Federal Trade Commission, Plaintiffs will provide a license to Amneal that will permit it to launch its generic version of Namzaric^® ~~as of January 1, 2025, or earlier in certain circumstances. Alternatively, under certain circumstances, Amneal has an option to launch an authorized generic version of Namzaric beginning~~case against Sun was dismissed on January ~~1, 2026. On October 21, 2016,~~18, 2018. Plaintiffs entered into a settlement agreement with ~~Amerigen,~~Aurobindo and the case against Aurobindo was ~~dismissed.~~

On November 10, 2016, the Company also brought an action for infringement of the ‘009, ‘291, ‘485, ‘486, and ‘858 patents in the U.S. District Court for the District of Delaware against Apotex Corp and Apotex Inc. (“Apotex”). On April 10, 2017,dismissed on May 7, 2018. Plaintiffs entered into a settlement agreement with ~~Apotex,~~Mylan and the case against Mylan was ~~dismissed.~~

~~On June 2, 2017,~~dismissed on December 27, 2018. Under the ~~Company and Adamas Pharma, LLC brought an action for infringement~~terms of the ‘009, ‘291, ‘485, ‘486, and ‘858 patents in the U.S. District Court for the District of Delaware against Macleods Pharmaceuticals, Ltd. and Macleods Pharma USA, Inc. (collectively, “Macleods”). On March 9, 2018, the Company entered into a settlement agreement, ~~with Macleods with respect~~Plaintiffs will provide a license to ~~Macleods’ proposed~~Mylan to market its generic versions of ~~Namzaric~~Linzess^® 145 mcg and 290 mcg in the ~~case was dismissed.~~United States beginning on February 5, 2030 (subject to FDA approval), and its generic version of Linzess^® 72 mcg in the United States beginning on August 5, 2030, or earlier in certain circumstances.

Restasis^®. Between August 2015 and July 2016, ~~Allergan~~a subsidiary of the Company brought actions for infringement of U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”) and 9,248,191 (the “’191 patent”) in the U.S. District Court for the Eastern District of Texas against Akorn, Inc., Apotex, Inc., Mylan Pharmaceuticals, Inc., Teva Pharmaceuticals USA, Inc., InnoPharma, Inc., Famy Care Limited (“Famy Care”), TWi Pharmaceuticals, Inc. (“TWi”) and related subsidiaries and affiliates thereof.

~~Allergan~~The subsidiary entered into settlement agreements with Apotex, TWi, Famy Care and InnoPharma. As a result of certain of these settlements, Allergan will provide a license to certain parties to launch their generic versions of Restasis^® beginning on February 27, 2024, or earlier in certain circumstances. Additionally, under certain circumstances, ~~Allergan~~the Company will supply and authorize certain parties to launch an authorized generic version of ~~Restasis~~^®Restasis® on August 28, ~~2024.~~2024 or earlier in certain circumstances.

On September 8, 2017, ~~Allergan~~the Company assigned all Orange Book-listed patents for Restasis^®to the Saint Regis Mohawk Tribe (“the Tribe”), a recognized sovereign tribal government, and concurrently was granted an exclusive field-of-use license to practice the patents in the United States for all FDA-approved uses of the products under the ~~Restasis~~^®Restasis® NDAs. ~~On October 13, 2017, Allergan filed an opposed motion to join the Tribe as a co-plaintiff in the pending action against Teva, Mylan and Akorn.~~

On October 16, 2017, the District Court issued a decision and final judgment finding that the asserted claims of the ‘111 patent, the ‘048 patent, the ‘930 patent and the ‘191 patent were infringed, but invalid on the ground of obviousness. The District Court also held that the asserted claims were not invalid as anticipated, for lack of enablement, or for improper inventorship. ~~In a separate Order, the District Court joined the Tribe as a co-plaintiff under Federal Rule of Civil Procedure 25(c) and declined to rule on the validity of the patent assignment to the Tribe.~~ On ~~October 27, 2017, Plaintiffs filed a notice of appeal to~~November 13, 2018, the U.S. Court of Appeals for the Federal ~~Circuit. Oral argument is scheduled~~Circuit issued a decision affirming the district court’s finding of invalidity of the asserted claims of the ‘111, ‘048, ‘930 and ‘191 Patents. On March 6, 2019, the Federal Circuit denied Allergan and the Tribe’s petition for ~~November 6, 2018.~~rehearing, and a mandate issued on March 13, 2019. On April 10, 2019, Allergan and the Tribe filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on June 3, 2019.

On December 22, 2016, ~~Allergan~~a subsidiary of the Company filed a complaint for infringement of the ~~ʼ111~~’111 patent, ~~ʼ162~~’162 patent, ~~ʼ556~~’556 patent, ~~ʼ048~~’048 patent, ~~ʼ930~~’930 patent, and the ~~ʼ191~~’191 patent in the U.S. District Court for the Eastern District of Texas against Deva Holding A.S. (“Deva”). On March 6, 2018, the district court granted in part and denied in part the parties’ joint motion for entry of a stipulated order, and stayed the case until such time as the Federal Circuit in the lead appeal case with Teva, Mylan and Akron issues a mandate. The parties’ stipulation provides that Deva will be bound by the outcome of that appeal.

~~In June~~On April 30, 2019, the district court granted Deva’s motion for entry of final judgment and August 2018, the Company received Paragraph IV certification notice letters from Saptalis Pharmaceuticals, LLC (“Saptalis”) and Amneal Pharmaceuticals, LLC, respectively, indicating that they had submitted to FDA ANDAs seeking approval to manufacture and sell generic versions of RESTASIS^® ~~before the expiration of ‘111 patent, the ‘162 patent, the ‘556 patent, the ‘048 patent, the ‘930 patent~~dismissal with prejudice, and the ~~’191 patent. Saptalis and Amneal claim that certain claims of these patents are invalid and/or would not be infringed by their respective products.~~ case was dismissed.

On August 10 and September 20, 2018, ~~Allergan~~a subsidiary of the Company and the Tribe filed complaints for infringement of the ~~ʼ162~~’162 patent and the ~~ʼ556~~’556 patent in the U.S. District Court for the District of Delaware against Saptalis and against Amneal Pharmaceuticals, LLC and Amneal Pharmaceuticals Co. India Private Limited (collectively, “Amneal”), respectively. The cases were voluntarily dismissed on January 2, 2019.

Restasis^® ~~IPR.~~IPR. On June 6, 2016, ~~Allergan, Inc.~~a subsidiary of the Company received notification letters that Inter Partes Review of the USPTO (“IPR”) petitions were filed by Mylan Pharmaceuticals Inc. (“Mylan”) regarding U.S. Patent Nos. 8,629,111 (the “‘111 patent”), 8,633,162 (the “‘162 patent”), 8,642,556 (the “‘556 patent”), 8,648,048 (the “‘048 patent”), 8,685,930 (the “‘930 patent”), and 9,248,191 (the “‘191 patent”), which patents expire on August 27, 2024. Mylan filed the IPR petition on June 3, 2016. On June 23, 2016, ~~Allergan~~a subsidiary of the Company received a notification letter that aan IPR petition and motion for joinder was filed by Argentum Pharmaceuticals LLC (“Argentum”) regarding the ’111 patent. On December 7, 2016, ~~Allergan~~the Company entered into a settlement agreement with Argentum and Argentum’s petition was withdrawn. On December 8, 2016, the USPTO granted Mylan’s

petitions to institute IPRs with respect to these patents. On January 6, 2017, each of Akorn ~~Famy Care~~ and Teva filed, and on January 9, 2017 the USPTO received, IPR petitions with respect to these patents and motions for joinder with the Mylan IPR. The USPTO granted Teva’s and Akorn’s joinder motions on March 31, 2017. On April 27, 2017, the USPTO decided not to join Famy Care as a petitioner to the earlier-filed IPR petitions. On July 10, 2017, the USPTO denied Famy Care’s motion for joinder with the IPRs instituted in December 2016, and on July 10 and 12, 2017, granted Famy Care’s petitions to institute IPRs with respect to these same patents. On July 28, 2017, the USPTO rescheduled the hearing for September 13, 2017.

On September 8, 2017, Allergan assigned all Orange Book-listed patents for Restasis^®to the Saint Regis Mohawk Tribe (“the Tribe”), a recognized sovereign tribal government, and concurrently was granted an exclusive field-of-use license to practice the patents in the United States for all FDA-approved uses of the products under the Restasis^® NDAs. That same day, the Tribe filed an updated Mandatory Notice with the USPTO to reflect that the Tribe is the patent owner, and sought permission to file a motion to dismiss based on tribal sovereign immunity. During a September 11, 2017 teleconference, the USPTO postponed the September 13, 2017 hearing and set a briefing schedule on the Tribe’s motion to dismiss. The Tribe filed its opening brief on September 22, 2017, Petitioners filed their opposition brief on October 13, 2017, and the Tribe filed its reply brief on October 20, 2017. On October 4, 2017, the USPTO denied Mylan’s request for authorization to file a motion for additional discovery, and denied without prejudice Allergan’s counsel’s request to withdraw from the IPR proceedings. On November 3, 2017, the USPTO issued an order that (a) granted a motion by High Tech Inventors Alliance requesting authorization to file a brief as ~~amicus curiae~~ ~~on the issues presented in the Tribe’s motion to terminate, (b) permitted any other~~ ~~amicus curiae~~ wishing to file a brief related to the Tribe’s motion to terminate to do so, (c) permitted the parties to file a single response to any amicus briefs, (d) denied without prejudice Allergan’s counsel’s renewed request for authorization to file a motion to withdraw as counsel, and (e) adjusted the time to enter a final written decision in these proceedings to April 6, 2018. On November 29, 2017, the USPTO granted Patent Owner’s motions to seal certain portions of certain exhibits. Between December 1 and December 4, 2017, amicus briefs were submitted on behalf of Petitioners and Patent Owner, which both filed responses on December 15, 2017.

On December 21, 2017, Allergan’s counsel renewed its request to file a motion to withdraw on the ground that, as of September 8, 2017, Allergan ceased to be an owner of the six patents involved in the IPR proceedings. On January 2, 2018, the USPTO authorized Allergan to file a motion to withdraw. Allergan filed its motion on January 9, 2018, and Petitioners filed its opposition on January 17, 2018. On December 22, 2017, the USPTO granted Petitioners’ request to file supplemental briefing limited to addressing the issue of litigation waiver discussed in the USPTO’s recent ~~LSI~~ ~~and~~ ~~Ericsson~~ ~~decisions. Petitioners and Patent Owner filed their supplemental briefs on January 5, and January 12, 2018, respectively.~~

On January 2, 2018, the Tribe filed a Request for Oral Hearing pursuant to 37 C.F.R. § 42.70(a) seeking certain discovery concerning the identity and impartiality of the merits panel assigned to this IPR. On January 4, 2018, the USPTO issued an order (a) denying the Tribe’s request for oral hearing, (b) denying the Tribe’s request for authorization to file a motion for additional discovery, (c) ordering the Tribe not to make any further requests for additional discovery directed to the Board in the IPR proceedings, and (d) ordering the Tribe not to file any further papers in the IPR proceedings without prior authorization from the Board. On January 9, 2018, Allergan filed a motion to withdraw from the IPRs on the ground that Allergan ceased to be the patent owner.

On February 23, 2018, the USPTO issued orders denying the Tribe’s motion to dismiss (or terminate), denying Allergan’s motion to withdraw, setting a rescheduled hearing date for April 3, 2018, and setting a deadline to issue final written decisions by June 8, 2018. On February 28, 2018, the Tribe and Allergan filed a combined notice of appeal..

On March 8, 2018, the Tribe and Allergan filed a motion concerning the PTAB’s divested jurisdiction or, in the alternative, for a stay pending the appeal. On March 22, 2018, the USPTO issued an order denying the motion.

~~On March 16, 2018, the Tribe and Allergan filed with the Federal Circuit a motion to stay the IPR proceedings pending review of their February 28, 2018 appeal.~~

~~On March 26, 2018, the Federal Circuit issued an order~~ ~~sua sponte~~ expediting the briefing and argument schedule on the merits of the appeal. On March 28, 2018, the Federal Circuit granted the Tribe and Allergan’s motion to stay the IPR proceedings. The stay remains in effect until the day after oral argument in the appeals in June 2018, at which time the Federal Circuit will address whether the stay shall remain in effect or whether it will be lifted. The parties’ appeal briefing was completed on May 18, 2018. Oral argument was held on June 4, 2018. On July 20, 2018, the Federal Circuit affirmed the USPTO’s denial of the Tribe’s motion to dismiss and Allergan’s motion to withdraw. On August 20, 2018, the Tribe and Allergan filed a petition for rehearing en banc,, which the Federal Circuit denied on October 22, 2018. On December 21, 2018, the Company and the Tribe filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on April 15, 2019.

Saphris^®. Between September 2014 and May 2015, ~~Forest Laboratories, LLC (which later merged with and into Allergan Sales, LLC, with Allergan Sales, LLC as~~subsidiaries of the ~~surviving entity), and Forest Laboratories Holdings Ltd. (collectively, “Forest”)~~Company brought actions for infringement of some or all of U.S. Patent Nos. 5,763,476 (the “‘476 patent”), 7,741,358 (the “‘358 patent”) and 8,022,228 (the “‘228 patent”) against Sigmapharm Laboratories, LLC (“Sigmapharm”), Hikma Pharmaceuticals, LLC (“Hikma”), Breckenridge Pharmaceutical, Inc. (“Breckenridge”), Alembic Pharmaceuticals, Ltd. (“Alembic”) and Amneal Pharmaceuticals, LLC (“Amneal”), and related subsidiaries and affiliates thereof in the U.S. District Court for the District of Delaware ~~against~~in connection with an abbreviated new drug applications respectively filed with FDA by Sigmapharm, ~~Laboratories, LLC,~~ Hikma, ~~Pharmaceuticals, LLC,~~ Breckenridge, ~~Pharmaceutical, Inc.,~~ Alembic ~~Pharmaceuticals, Ltd.~~ and Amneal, ~~Pharmaceuticals, LLC,~~each seeking approval to market a generic versions of Saphris^® and ~~related subsidiaries and affiliates thereof.~~challenging each of said patents. Including a 6-month pediatric extension of regulatory exclusivity, the ‘476 patent expires in December 2020, and the ‘358 and ‘228 patents expire in October 2026. ~~On September 30, 2015, the District Court consolidated all pending actions. On March 28,~~In 2016, the ~~court entered Forest and Hikma’s proposed joint stipulation and order of adverse judgment and dismissal of~~parties agreed to dismiss all claims related to the ‘358 and ‘228 ~~patents. In April 2016, the court granted the proposed consent judgment of non-infringement and order of dismissal of counterclaims related to the ‘358 and ‘228~~ patents, as well as a stipulation and order with respect to infringement of Claims 1, 2, and 6 of the ʼ476 patent, between Plaintiffs and Breckenridge. The Court also granted the proposed stipulation of entry and proposed order of adverse judgment and dismissal of counterclaims related to the ʼ358 and ʼ228 patents between Plaintiffs and Sigmapharm. In April, May and July 2016, the court granted the proposed stipulations and orders of infringement of certain claims ofleaving only the ‘476 patent ~~as to Hikma, Breckenridge and Alembic.~~at issue. On October 13, 2016, the court stayed trial as to Sigmapharm and extended the 30-month stay as to Sigmapharm. ~~Trial with respect to the ‘476 patent, the only remaining patent-in-suit, concluded on November 3, 2016.~~ On June 30, 2017, the district court issued an opinion and order finding all asserted claims of the ‘476 patent valid, that claims 1, 2, 5 and 6 were infringed by Alembic, Amneal, Breckenridge and Hikma, and that claims 4, 9 and 10 were not infringed by Alembic and Breckenridge. On July 11, 2017, the district court entered a final judgment that ordered, among other things, that Alembic’s, Amneal’s, Breckenridge’s and Hikma’s respective ANDAs not be granted final approval by FDA earlier than the date of expiration of the ‘476 patent inclusive of any applicable adjustments, extensions or exclusivities.

On March 14, 2019, the Federal Circuit vacated the district court’s July ~~28,~~ 2017 ~~Alembic, Amneal, Breckenridge~~judgment that claims 1 and ~~Hikma (the “Appeal Defendants”) filed notices of appeal.~~4 are not invalid and remanded for the district court to consider a fact question and its impact on the obviousness analysis. On ~~August 9, 2017,~~April 15, 2019, Plaintiffs filed a ~~notice~~combined petition for panel rehearing and rehearing en banc with respect to this issue, which was denied on May 15, 2019. In its March 14, 2019 order, the Federal Circuit also vacated the judgment of ~~cross appeal. Briefing was completed on April~~non-infringement of claims 4, ~~2018. Oral argument was held on October 3, 2018.~~

~~On July 25, 2017, the District Court actions were reassigned~~9 and 10 as to ~~Judge Mitchel S. Goldberg of the U.S. District Court~~Alembic and Breckenridge and remanded for ~~the Eastern District of Pennsylvania. On February 9, 2018,~~ the district court ~~lifted the stay on the issue of~~to consider their infringement ~~as to Sigmapharm. On March 14, 2018, the district court issued~~under a ~~scheduling order setting~~revised claim construction.

A separate bench trial ~~to begin on June 18, 2018 with respect to~~concerning Sigmapharm’s infringement of claim 1 of the ‘476 ~~patent. The district~~patent began on June 20, 2018, and on November 16, 2018, the court ~~also acknowledged~~held that ~~(a) the 30-month stay as to Sigmapharm is set to expire June 21, 2018, (b) Sigmapharm agreed not to launch its~~Sigmapharm’s proposed ~~generic~~ANDA product ~~until FDA approval and after the district~~

court issues its decision, and (c) Plaintiffs and Sigmapharm agreed to be bound by the outcome of the pending appeal with the Appeal Defendants and any proceedings on remand, if necessary, with respect to infringement of claims 4, 9 and 10would infringe claim 1 of the ‘476 ~~patent. A bench trial concluded on June 20, 2018. The parties’ filed their opening post-trial briefs on July 19,~~patent On November 26, 2018, Sigmapharm sought relief from the November 16, 2018 decision. On November 30, 2018, the Company moved for entry of final judgment. On August 6, 2019, the district court denied Sigmapharm’s motion to reconsider its November 2018 Order, and ~~their responsive post-trial briefs on~~denied without prejudice the Company’s motion for entry of final judgment. On August 22, 2019, the district court entered Plaintiffs and Sigmapharm’s stipulated final judgment finding that Sigmapharm infringed claims 1, 2, ~~2018.~~

~~Savella~~^®. ~~On October~~ 5, and 6 ~~2017, Forest Laboratories Holdings, Ltd., Allergan Sales, LLC~~of the ‘476 patent and ~~Allergan USA, Inc. (collectively, “Allergan~~ordering, among other things, that Sigmapharm’s ANDA be converted to tentative approval and ~~Forest”)~~not be granted final approval by FDA earlier than the date of expiration of the ‘476 patent inclusive of any applicable adjustments, extensions or exclusivities.

Viberzi^®. On September 6, 2019, subsidiaries of the Company and Janssen Pharmaceutica NV brought ~~actions~~an action for infringement of U.S. Patent Nos. ~~6,602,911 (the “‘911 patent”~~7,741,356 ("the '356 patent"), ~~7,888,342 (the “‘342 patent”~~7,786,158 ("the '158 patent"), 8,344,011 ("the '011 patent"), 8,609,709 ("the '709 patent"), 8,772,325 ("the '325 patent"), 9,205,076 ("the '076 patent"), 9,700,542 ("the '542 patent"), and ~~7,994,220 (the “‘220 patent”~~10,213,415 ("the '415 patent") in the ~~U.S.~~United States District Court for the District of Delaware against Aurobindo Pharma Ltd. and Aurobindo Pharma USA Inc. (collectively, “Aurobindo”) in connection with an abbreviated new drug application filed with the FDA by Aurobindo seeking approval to market a generic version of Viberzi^® and challenging said patents. No trial date or case schedule has been set.

On September 13, 2019, subsidiaries of the Company brought an action for infringement of United States Patent Nos. 8,691,860 ("the '860 patent"), 9,115,091 ("the '091 patent"), 9,364,489 ("the '489 patent"), 9,675,587 ("the '587 patent"), 9,789,125 ("the '125 patent"), and 10,188,632 ("the '632 patent") in the United States District Court for the District of ~~New Jersey, respectively,~~Delaware against ~~Strides~~Aurobindo Pharma ~~Global Pte~~Ltd., Aurobindo Pharma USA, Inc. (collectively, “Aurobindo”), Alkem Laboratories Limited (“Alkem”), Hetero Labs Limited and

Hetero USA Inc. (collectively, “Hetero”), MSN Laboratories Private Limited and ~~Strides Pharma~~MSN Pharmaceuticals, Inc. (collectively, ~~Strides”~~“MSN”), Sun Pharmaceutical Industries Limited (“Sun”), and Zydus Pharmaceuticals (USA) Inc. (“Zydus”) in connection with abbreviated new drug applications, respectively filed with the FDA by Aurobindo, Alkem, Hetero, MSN, Sun and Zydus, each seeking approval to market generic versions of Viberzi® and challenging said patents. No trial date or case schedule has been set.

Botulinum Neurotoxin ITC Investigation. On ~~April 20, 2018,~~January 30, 2019, subsidiaries of the Company ~~entered into~~and Medytox Inc. (collectively, “Complainants”) filed a ~~settlement agreement~~complaint with ~~Strides~~the United States International Trade Commission (“ITC”) against Daewoong Pharmaceuticals Co., Ltd., Daewoong Co., Ltd., and Evolus Inc. (collectively, “Respondents”) requesting the ~~case was dismissed.~~

~~Viibryd~~^® ~~IPR.~~ ~~On January 5, 2018, Argentum Pharmaceuticals LLC submitted~~ITC commence an investigation with respect to the ~~USPTO~~Respondents’ importation into the United States of Respondents’ botulinum neurotoxin products, including DWP-450 (also known as Jeuveau^TM), which Complainants assert were developed, made and/or imported using Medytox’s trade secrets. Complainants seek, among other things, a ~~petition for Inter Partes Review (“IPR”) seeking cancellation of certain claims of U.S. Patent No. 8,673,921 (the “‘921 patent”)~~permanent exclusionary order and cease and desist orders covering Respondents’ botulinum neurotoxin products, including DWP-450/Jeuveau^TM. ~~The ‘921 patent is listed in~~On February 28, 2019, the ~~Orange Book for Viibryd~~ITC instituted an investigation into Respondents’ botulinum neurotoxin products, including DWP-450/Jeuveau^®TM ~~and expires in June 2022.~~. Fact discovery closed on July 19, 2019. On July ~~23, 2018,~~24, 2019, the ~~USPTO denied institution~~Administrative Law Judge issued an Order rescheduling the evidentiary hearing for February 4-7, 2020. The target date for completion of the ~~IPR.~~investigation was extended to October 6, 2020.

Juvéderm^®. On April 5, 2017, ~~Allergan, Inc. (“Allergan”)~~a subsidiary of the Company brought an action for unfair competition, false advertising, dilution, conspiracy and infringement of Allergan’s ~~JUVÉDERM~~Juvéderm^® trademarks in the U.S. District Court for the Central District of California against Dermavita Limited Partnership (“Dermavita”), Dima Corp. S.A. (“Dima Corp.”) and KBC Media Relations LLC (“KBC”). Dima Corp. had previously announced its acquisition of a license from Dermavita to develop and market in the U.S. cosmetic products under the Juvederm trademark. During June 2017, ~~Allergan~~the Company entered into a settlement agreement with KBC. During July 2017, the Court preliminarily enjoined Dima Corp. from, inter alia,, promoting or selling within the United States any product bearing the trademark ~~JUVEDERM~~Juvéderm^® or any other trademark confusingly similar to it. During January 2018, the Court granted Dermavita’s renewed motion to dismiss ~~Allergan’s~~the Company’s complaint based on purported lack of personal jurisdiction. During January 2019, the Company subsidiary and Dima Corp. resolved the action and the Court entered a permanent injunction and final judgment in favor of the Company subsidiary and against Dima Corp. for trademark infringement, unfair competition, dilution and false advertising.

~~Allergan Holdings France SAS and Allergan France SAS~~Subsidiaries of the Company requested a preliminary injunction against Dermavita, Dima Corp, Aesthetic Services & Development, Jacqueline Sillam and Dimitri Sillam in the High Court of Paris, France. During June 2017, the Paris Court preliminarily enjoined the defendants,, inter alia,, to refrain from promoting or selling in France its Juvederm products, to transfer various domain names and to pay provisional damages to Allergan, on the basis that such use would infringe Allergan’s EU and French ~~JUVÉDERM~~Juvéderm^® trademarks and would amount to unfair competition. This injunction has ~~been appealed. Allergan France~~become final. A subsidiary of the Company has also filed against Dermavita, Dima Corp. and others a full action of trademark infringement in the Paris court. Dermavita has ~~requested~~submitted two requests that the full action be stayed pending the outcome of the Nanterre action and the EUIPO trademark proceedings, both mentioned below. The Paris court rejected Dermavita’s first stay request and subsequently ordered the defendants to pay more than 75,000 Euros in liquidated damages for violation of the preliminary injunction mentioned above. Dermavita’s second request for a stay remains pending. Furthermore, Dermavita ~~has~~ filed an action against ~~Allergan~~subsidiaries of the Company in the Nanterre, France court alleging that ~~Allergan has~~the subsidiaries have not used its ~~JUVÉDERM~~Juvéderm trademark and requesting the court to revoke ~~Allergan’s~~the Company’s trademark based on its purported lack of ~~use.~~use or purportedly invalid license and assignment agreements. On February 21, 2019, the Nanterre Court ruled in the Company’s favor, holding that the license and assignment agreements were valid and that Allergan has ~~submitted~~used its ~~principal brief~~trademark in commerce. Dermavita has appealed this decision.

On January 22, 2019, subsidiaries of the Company brought a related action for infringement of the Company’s Juvéderm^®trademarks against Aesthetic Services and ~~awaits a hearing on 19 December 2018.~~ Development Limited, Juvederm Elite Clinics SARL and Jamal Hamadi in the (UK) High Court of Justice. The case is in its early stages and no trial date has been set.

Asacol^® Litigation. Class action complaints have been filed against certain subsidiaries of the Company on behalf of putative classes of direct and indirect purchasers. The lawsuits have been consolidated in the U.S. District Court for the District of

Massachusetts. The complaints allege that plaintiffs paid higher prices for Asacol^® HD and Delzicol^® as a result of alleged actions preventing or delaying generic competition in the market for an older Asacol^® product in violation of U.S. federal antitrust laws and/or state laws. Plaintiffs seek unspecified injunctive relief, treble damages and/or attorneys’ fees. The Company has settled the claims brought by the direct purchaser plaintiffs. While the district court granted the indirect purchaser plaintiffs’ motion for class certification, the Court of Appeals for the First Circuit later issued a decision reversing the lower court’s decision on class certification. The appellate court denied plaintiffs’ motion for rehearing en banc and remanded the case back to the District Court where the court denied plaintiffs’ renewed motion for class certification. Recently, defendants made offers of judgment to the three remaining individual plaintiffs pursuant to Rule 68 of the Federal Rules of Civil Procedures which the plaintiffs have accepted. The court recently entered a final order dismissing this litigation in its entirety.

Loestrin^® 24 Litigation. Putative classes of direct and indirect purchasers as well as opt-out direct purchasers have filed complaints that have been consolidated in the U.S. District Court for the District of Rhode Island. The lawsuits allege that subsidiaries of the Company engaged in anticompetitive conduct, including when settling patent lawsuits related to Loestrin^® 24 Fe, in violation of federal and state antitrust and consumer protection laws. The complaints each seek declaratory and injunctive relief and compensatory damages in the billions of dollars which, if plaintiffs are successful, are subject to trebling under the antitrust laws. The court recently granted the direct purchaser plaintiffs’ class certification motion and has yet to rule on the indirect purchaser plaintiffs’ class motion. Summary judgement motions are fully briefed and oral arguments were held on September 11 and 12, 2019. Trial in this action is scheduled to begin in January 2020.

Namenda^® Litigation. In 2014, the State of New York filed a lawsuit in the U.S. District Court for the Southern District of New York alleging that Forest was acting to prevent or delay generic competition to Namenda^® in violation of federal and New York antitrust laws and committed other fraudulent acts in connection with its commercial plans for Namenda^® XR. The district court granted the state’s motion for a preliminary injunction which was later affirmed by the Court of Appeals for the Second Circuit. The parties in that case then reached a settlement to resolve the dispute. Following the conclusion of the New York Attorney General Matter, putative class actions were filed on behalf of direct and indirect purchasers in the same federal court. The class action complaints make claims similar to those asserted by the New York Attorney General and also include claims that Namenda® patent litigation settlements between a Company subsidiary and generic companies also violated the antitrust laws. The court had denied defendants’ motion for summary judgment in the direct purchaser action, certified the direct purchaser class of plaintiffs and set a trial date for October 28, 2019. Prior to the start of the trial, the parties in the direct purchaser class action reached an agreement in principle to settle that litigation. The agreement, which contains no admission of liability, remains subject to court approval. Based on the tentative settlement, the Company has recorded an accrual of $750.0 million.

Restasis^® Competitor Litigation. Shire, which offers the dry-eye disease drug Xiidra^®, sued subsidiaries of the Company in U.S. District Court for the District of New Jersey alleging that defendants unlawfully harmed competition by foreclosing Xiidra^® from sales to Medicare Part D plans (and the members of such plans) through the use of discounts (a) contingent on Restasis® receiving preferential formulary treatment; and/or (b) across a bundle of Allergan’s products, including Restasis^®. The complaint seeks injunctive relief and damages under federal and state law. The court issued a decision on March 22, 2019 granting the defendants’ motion to dismiss the complaint. On April 25, 2019, Shire filed an amended complaint. Defendants have moved to dismiss the amended complaint. At the request of the parties, the court entered an Order on June 28, 2019, staying the action through December 27, 2019.

Restasis^® Class Action Litigation. Several class actions were filed on behalf of putative classes of direct and indirect purchasers of Restasis^® alleging that subsidiaries of the company harmed competition by engaging in conduct to delay the market entry of generic versions of Restasis^® in violation of the federal antitrust laws as well as state antitrust and consumer-protection laws and unjust enrichment. The cases have been consolidated in the U.S. District Court for the District of New Jersey. All plaintiffs seek compensatory damages in the billions of dollars which, if plaintiffs are successful are subject to trebling under the antitrust laws, as well as declaratory relief, and injunctive relief. The parties are currently engaged in discovery. Trial in this action is scheduled to begin in April 2020.

Celexa^®/Lexapro^® Class Actions. Certain subsidiaries of the Company were named in federal court actions relating to the promotion of Celexa^® and/or Lexapro^® all of which were consolidated in an MDL proceeding in the U.S. District Court for the District of Massachusetts. Most of these claims were resolved through a settlement in September 2014. However, two lawsuits remain which assert claims under the federal Racketeer Influenced and Corrupt Organizations (“RICO”) Act. The court had entered summary judgment in favor of the defendants in both actions and denied plaintiffs’ class certification motions. Plaintiffs in both cases appealed the dismissal of their claims and denial of class certification to the United States Court of Appeals for the First Circuit and the appeals court issued a decision in January 2019 affirming the denial of the class certification motions but reversing the lower court’s decision granting the defendants’ summary judgment motions.

Warner Chilcott Marketing Practices. A putative nationwide class of private payer entities, or their assignees, that paid Medicare benefits on behalf of their beneficiaries filed a complaint against certain subsidiaries of the Company in the U.S. District Court for the District of Massachusetts. The Complaint asserts claims under the federal RICO statute, state consumer protection statutes, common law fraud, and unjust enrichment with respect to the sale and marketing of certain products. The court recently granted Defendants’ motion to dismiss the Amended Complaint. Following the dismissal of the action in federal court, plaintiffs recently filed a nearly identical complaint in state court in New Jersey.

Generic Drug Pricing Securities and ERISA Litigation. Putative classes of shareholders and two individual opt-out plaintiffs filed class action lawsuits against the Company and certain of its current and former officers alleging that defendants made materially false and misleading statements between February 2014 and November 2016 regarding the Company’s internal controls over its financial reporting and that it failed to disclose that its former Actavis generics unit had engaged in illegal, anticompetitive price-fixing with its generic industry peers. These lawsuits have been consolidated in the U.S. District Court for the District of New Jersey. The complaints seek unspecified monetary damages. The Company filed a motion to dismiss the complaint but the court denied the motion in a ruling on August 6, 2019. The parties are now engaging in discovery in these cases. In addition, class action complaints have been filed premised on the same alleged underlying conduct that is at issue in the securities litigation but that assert claims under the Employee Retirement Income Security Act of 1974 (“ERISA”). These complaints have been consolidated in the district court in New Jersey. The court granted the Company’s motion to dismiss this complaint. The ERISA plaintiffs have appealed this decision to the Third Circuit Court of Appeals.

Prescription Opioid Drug Abuse Litigation. The Company has been named as a defendant, along with several other manufacturers and distributors of opioid products, in over 2,000 matters relating to the promotion and sale of prescription opioid pain relievers and additional suits have been filed. The lawsuits allege generally that the manufacturer defendants engaged in a deceptive campaign to promote their products in violation of state laws and seek unspecified monetary damages, penalties and injunctive relief. Plaintiffs in these suits include states, political subdivisions of states (i.e., counties and municipalities), Native American tribes and other private litigants such as insurance plans, hospital systems and consumers who were prescribed opioid products and were subsequently treated for an overdose or addiction. Cases are pending in both federal and state courts. The federal court cases have been consolidated in an MDL in the U.S. District Court for the Northern District of Ohio. The Company recently reached a settlement agreement with the plaintiffs in the first case that is set for trial in the MDL proceeding. To the Company’s knowledge, it was one of the first defendants in the MDL proceeding to reach a settlement with the plaintiffs and that settlement is among the lowest of all the settlements that have been announced to date in that consolidated action. While not directly involved in those discussions, the Company is monitoring them closely and understands that other defendants involved in these lawsuits are engaged in global settlement discussions with plaintiffs in the MDL proceeding, state attorneys general and other plaintiff stakeholders. The Company continues to examine the possibility of broader resolutions in these actions as well.

Testosterone Replacement Therapy Class Action. Subsidiaries of the Company were named in a class action complaint filed on behalf a putative class of third-party payers in the U.S. District Court for the Northern District of Illinois. The suit alleges that the Company’s subsidiaries violated various laws including the federal RICO statute and state consumer protection laws in connection with the sale and marketing of Androderm^®. The class plaintiffs seek to obtain certain equitable relief, including injunctive relief and an order requiring restitution and/or disgorgement, and to recover damages and multiple damages in an unspecified amount. While the lawsuit is ongoing, the court has denied plaintiff’s class certification motion. On February 14, 2019, the court granted Defendants’ motion for summary judgment, dismissing the case in its entirety. On June 12, 2019, plaintiffs/appellants filed their opening brief in the Seventh Circuit. Appellees’ Seventh Circuit brief was filed on July 17, 2019.

Breast Implant Securities Class Action. In December 2018, two plaintiffs filed class action lawsuits against the Company and certain of its current and former officers alleging that defendants made materially false and misleading statements regarding the Company’s textured breast implants and their association with an uncommon cancer known as breast implant associated anaplastic large cell lymphoma . These lawsuits have been consolidated in the U.S. District Court for the Southern District of New York. The complaints seek unspecified monetary damages. The Company filed a motion to dismiss the amended complaint, which the court granted in part and denied in part in a ruling on September 20, 2019. The Company filed its answer on October 18, 2019 and the parties are now engaging in discovery.

Oculeve Shareholder Dispute. On February 26, 2019, Fortis Advisors LLC, as a representative of the former stockholders of Oculeve, Inc., filed a lawsuit against a subsidiary of the Company in state court in Delaware. The lawsuit centers on a claim that the Company breached the terms of a July 2015 merger agreement. The Company subsidiary has moved to dismiss the complaint.

AbbVie Transaction Shareholder Action. On June 25, 2019, the Company and AbbVie Inc. announced that the companies had entered into a definitive transaction agreement whereby AbbVie will acquire the Company in a cash and stock transaction. On September 20, 2019, a putative class action lawsuit was filed against the Company by one of its shareholders alleging that the

Company and its Board of Directors violated the Securities laws by omitting or misrepresenting material information in the proxy statement the Company filed on September 16, 2019 seeking shareholder approval of the transaction with AbbVie. The Company has not yet responded to this complaint. In addition to the complaint in this action, the Company received a shareholder demand letter from a shareholder following the issuance of the preliminary proxy statement filed with the Securities and Exchange Commission on August 12, 2019.

Actonel^® Litigation. ~~Warner Chilcott~~A subsidiary of the Company is a defendant in ~~approximately 539 claims, including tolled claims and~~over 500 filed cases in federal and various state ~~and federal court,~~courts, relating to ~~Warner Chilcott’s~~the bisphosphonate prescription drug Actonel^®. In addition, there are 3 cases pending in provincial courts in Canada, 2 involving single plaintiffs, and a third on behalf of a purported class of injured plaintiffs. The ~~claimants~~complaints allege, among other things, that Actonel^® caused them to suffer osteonecrosis of the jaw (“ONJ”)~~, a rare but serious condition that involves severe loss or destruction of the jawbone,~~ and/or atypical fractures of the ~~femur (“AFF”). Warner Chilcott is in the initial stages of discovery in these litigations. All of the filed cases~~femur. Plaintiffs are in either federal or state courts in the United States, with the exception of three cases filed in provincial courts in Canada. Two Canadian cases involve a single plaintiff, and the other is a purported product liability class action involving two named plaintiffs. The Canadian action alleges, among other things, that Actonel^® ~~caused the plaintiffs and the proposed class members who ingested Actonel~~^® ~~to suffer ONJ or other side effects. It is expected that the plaintiffs in the purported class action will seek class certification. Plaintiffs have typically asked for~~seeking unspecified monetary and injunctive relief, as well as attorneys’ fees. ~~Warner Chilcott~~The Company subsidiary is being indemnified by Sanofi for certain ~~Actonel~~ claims pursuant to ~~a collaboration~~an agreement ~~relating to the two parties’ co-promotion of the product in the United States~~with Sanofi and ~~other countries. In addition, Warner Chilcott~~ is ~~also~~being partially indemnified by the Procter & Gamble Company (“P&G”) for ONJ claims that were pending at the time ~~Warner Chilcott~~the Company subsidiary acquired P&G’s global pharmaceutical business in ~~October~~ 2009. ~~In May and September 2013, Warner Chilcott entered into two settlement agreements~~Settlements have been reached that have resolved ~~a majority~~most of the ~~then-existing~~pending ONJ-related claims. Recently, all pending Actonel cases in New Jersey state court were dismissed without prejudice subject to refilling after the U.S. Supreme Court issues a decision in Merck Sharp & Dohme Corp. v. Albrecht, Doc. No. 17-290. The U.S. Supreme Court issued their decision on May 20, 2019 and remanded the Merck case to the Third Circuit.

~~AlloDerm Litigation.~~ ~~LifeCell Corporation is named as a defendant~~Breast Implant Litigation. Certain Company subsidiaries are defendants in ~~approximately 370 lawsuits~~more than two dozen cases alleging that ~~its biologic mesh product AlloDerm did not perform~~Allergan’s textured breast implants caused women to develop an uncommon cancer known as ~~intended~~breast implant associated anaplastic large cell lymphoma (“BIA-ALCL”). Some lawsuits allege that the defendants failed to properly warn against this risk and ~~caused various injuries. Plaintiffs allege~~failed to promptly and properly report the product was defectively designed or manufactured and/or did not have proper warnings. These cases are consolidated in Superior Court of New Jersey, Middlesex County. Prior to the close of its sale to Allergan, LifeCell mediated the New Jersey cases in December 2016 and negotiated a settlement of its pending New Jersey cases, which was paid by LifeCell on April 19, 2017. Approximately 369results of the post-marketing studies relating to these products. Other lawsuits seek to recover costs related to medical monitoring and damages for fear of developing BIA-ALCL. These cases have been ~~dismissed, with the balance anticipated to be dismissed pending estate filings. LifeCell’s insurers participated~~filed in both federal and state courts in the ~~settlement. One other case is pending~~United States and well as provincial courts in ~~Oklahoma but~~Canada. In the United States, there are 23 single-plaintiff lawsuits and 14 class-action lawsuits. Multiple plaintiffs in the “for fear of developing BIA-ALCL” class actions recently moved to have the suits consolidated in a multi-district litigation. In Canada, there are 8 single-plaintiff lawsuits and 5 class-action lawsuits. On July 24, 2019, Allergan announced a voluntary worldwide recall of unused BIOCELL textured breast implants and tissue expanders. This announcement may impact the number of product liability lawsuits related to BIA-ALCL filed moving forward.

Benicar^® Litigation. A subsidiary of the Company has ~~not yet~~ been ~~served.~~

~~Benicar~~^® ~~Litigation.~~ ~~Forest is~~ named in ~~approximately 1,759 actions~~a number of lawsuits involving allegations that Benicar^®~~, a treatment for hypertension that Forest co-promoted with Daiichi Sankyo between 2002 and 2008,~~ caused certain gastrointestinal injuries. Under ~~Forest’s Co-Promotion Agreement,~~a co-promotion agreement, Daiichi Sankyo is defending ~~Forest~~the Company subsidiary in these ~~lawsuits. On August 1, 2017, Daiichi~~lawsuits and has announced that it has agreed to enter into a program to settle all of the pending cases on behalf of all defendants, including ~~Forest.~~the Company subsidiary.

Celexa^®/Lexapro^® Litigation. Certain ~~Forest entities~~Company subsidiaries are defendants in ~~approximately 166~~over 150 actions alleging that ~~Celexa~~^®Celexa® or Lexapro^® caused various birth defects. Several of the cases involve multiple minor-plaintiffs. The majority of these actions have been consolidated in state court in ~~Missouri; none~~Missouri. The Company has entered into a program to settle a number of the pending claims. None of the actions are set for trial.

RepliForm ~~Litigation.~~ ~~LifeCell Corporation~~^® Litigation. A Company subsidiary has been named as a defendant in ~~approximately 325~~over 300 cases alleging that its biologic mesh product RepliForm^® did not perform as intended and caused various injuries. ~~In all of those~~Presently only 3 cases Boston Scientific Corporation, LifeCell’s distributor, has been named as a co-defendant. In addition, a significant portion of those cases also name another manufacturer as a defendant whose product was implanted at the same time. All but a few of the cases have been consolidated for centralized management in the Superior Court of Massachusetts, Middlesex County.remain pending. The ~~other cases are venued in federal court in West Virginia, and state courts in Delaware and Minnesota. Approximately 200~~remainder of these cases have been settled or dismissed.

Testosterone Litigation. ~~Beginning in 2014, a~~A number of product liability suits were filed against ~~Actavis, Inc., now known as Allergan Finance, LLC, and one or more of its former~~certain Company subsidiaries as well as other manufacturers and distributors of testosterone products, for personal injuries including but not limited to cardiovascular events allegedly arising out of the use of Androderm^®. ~~There are approximately 525 currently pending actions which~~The cases have been consolidated in an MDL in ~~federal court in~~the U.S. District Court for Northern District of Illinois. ~~The defendants have responded to~~In mid-2018, the ~~plaintiffs’ master complaint in the MDL and discovery is ongoing. The~~ parties ~~have~~ reached an agreement ~~in principle~~ to settle all of the ~~remaining~~pending cases.

The Company and its ~~affiliates~~subsidiaries are involved in various disputes, governmental and/or regulatory inspections, inquires, investigations and proceedings that could result in litigation, and other litigation matters that arise from time to time.

~~Forest.~~ ~~Forest~~Company subsidiaries have received ~~a subpoena, dated April 29, 2015,~~subpoenas and/or Civil Investigative Demands (“CID”) from the ~~U.S.~~United States Department of Justice, the United States Health and Human Services, Office of Inspector General, ~~(“OIG”). The subpoena requests~~United States Congressional Committees as well as various state regulatory and enforcement authorities. Each of the subpoenas and CIDs seek documents and information relating to discrete topics, including but not limited to: the calculation and reporting by certain Company subsidiaries of their Average

Manufacturer Prices, Average ~~Manufacturer (“AMP”)~~Wholesale Prices and Best ~~Price calculations~~Prices for several of ~~its products. Subsequently, Forest received a Civil Investigative Demand (“CID”) from~~their products; sales and marketing practices of Botox to urology practices; the ~~OIG, dated August 16, 2016, primarily related~~promotion and sale of 2 gastroenterology products; the Saint Regis Mohawk Tribe’s acquisition of 6 Restasis patents and the granting of exclusive licenses to the ~~calculation~~Restasis product to the Company; and, the promotion and sale of ~~Best Price. The~~opioid products. In each case, the Company isand its subsidiaries are cooperating fully with the ~~OIG’s~~governmental authority’s requests.

~~Forest~~Certain states have initiated lawsuits and ~~certain~~qui tam lawsuits have been filed by private parties, also known as relators, on behalf of ~~its affiliates are~~the federal or state governments. Certain Company subsidiaries have been named as defendants in ~~three state court actions pending in Illinois, Utah and Wisconsin involving~~ ~~qui tam~~ ~~actions alleging~~lawsuits that allege generally that ~~the plaintiffs (all government agencies)~~state Medicaid agencies were overcharged for their share of Medicaid drug reimbursement ~~costs. Forest and the other defendants filed a motion~~costs due to ~~dismiss Utah’s amended complaint. This motion to dismiss was denied in part. On October 30, 2017,~~inflated Average Wholesale Prices (“AWP”) reported by the Company ~~reached an agreement to settle the~~subsidiaries. AWP lawsuits are currently pending in Illinois, Utah ~~action. On February 17, 2014, the Wisconsin state court granted defendants’ motion to dismiss plaintiff’s second amended complaint. However, the~~and Wisconsin.

Namenda XR^®/Namzaric^® Qui Tam. A relator filed a ~~separate action making~~qui tam lawsuit on behalf of the ~~same basic allegations as in~~United States government and several individual states against the Company and certain of its ~~amended complaint~~subsidiaries along with Adamas Pharma LLC and Adamas Pharmaceuticals, Inc. (collectively, “Adamas”). The lawsuit, filed in the ~~original~~U.S. District Court for the Northern District of California, was unsealed on February 6, 2019. The federal and state governments have declined to intervene in this action. ~~On May 17, 2017,~~The complaint alleges generally that the ~~Wisconsin state court granted defendants’ motion~~Adamas and Allergan defendants each engaged in conduct that delayed generic versions of Namenda XR^® and/or Namzaric^® from entering the market and that such conduct resulted in the submission of false claims to the government. The Company Defendants and Adamas have moved to dismiss the ~~amended~~ complaint.

~~On December 28, 2015,~~Medical Aesthetics Qui Tam. A subsidiary of the Company was recently served with a ~~putative class action complaint~~qui tam lawsuit that was filed in ~~state court in Pennsylvania~~the U.S. District Court for the Central District of California on behalf of ~~a putative class of private payers. Defendants removed~~ the ~~complaint~~United States and several individual states. The federal and state governments have declined to ~~the federal court~~intervene in ~~Pennsylvania.~~this action. The complaint alleges that ~~manufacturers~~certain promotional programs and sampling practices of ~~generic drugs, including~~the Company’s Medical Aesthetics business result in price reporting violations and violate anti-kickback statutes. The court recently denied the Company subsidiary’s motion to dismiss this complaint.

Lumigan^® Qui Tam. A relator filed a qui tam lawsuit on behalf of the United States government and several individual states against a subsidiary of ~~Forest Laboratories, Inc. that~~the Company in the ~~past had marketed generic products, caused plaintiffs~~U.S. District Court for the Southern District of New York, which was unsealed on October 1, 2019. The federal and state governments have declined to ~~overpay for prescription drug products through the use of inflated AWPs.~~intervene in this action. The complaint alleges ~~violations~~generally that Allergan failed to disclose certain side effects of Lumigan^®which resulted in the Pennsylvania Unfair Trade Practices and Consumer Protection Law, negligent misrepresentation/fraud, unjust enrichment, civil conspiracy and aiding and abetting. On July 24, 2017, the state court issued a decision on the Company’s individual motion to dismiss, granting it in part and denying it in part.

~~Allergan. On April 18, 2017, the Company received a CID, dated April 12, 2017, from the Department~~submission of ~~Justice. The CID seeks information relating~~false claims for reimbursement to the ~~Company’s sales and marketing practices of Botox to urology practices. The Company is cooperating fully with DOJ requests.~~

On October 3, 2017, the Company received a letter from the House of Representatives Committee on Oversight and Government Reform. The letter seeks information relating to the Saint Regis Mohawk Tribe’s acquisition of six Restasis^® ~~patents and the granting of exclusive licenses to the Restasis~~^® ~~product to the Company.~~government. The Company has ~~received other information requests from regulatory agencies concerning~~not yet been served with the ~~transaction~~complaint.

Pricing Qui Tam. A relator filed a qui tam lawsuit on behalf of the United States government and ~~is cooperating fully with these requests.~~

~~In June 2018,~~several individual states against certain subsidiaries of the Company ~~received CID from~~in the ~~Department~~U.S. District Court for the District of ~~Justice~~Maryland, which was unsealed on September 17, 2019. The federal and ~~a subpoena from the California Department of Insurance, Office of Insurance Commissioner, requesting information related~~state governments have declined to ~~the Company’s promotion and sale of two gastroenterology products.~~intervene in this action. The ~~Company is cooperating fully with these requests.~~

The Company has received subpoenas from multiple states relating to the legacy Actavis and Watson companies’ promotional efforts relating to opioid products, none of which are currently promoted and many of whichcomplaint alleges generally that the Company ~~no longer sells. The Company is cooperating fully with~~misreported its Best Price and Average Manufacturer Price for a number of products, thereby causing overpayment by the ~~states’ requests.~~government.

The following matters relate to the former generics business of the Company or the transaction pursuant to which that business was sold to Teva, effective August 2, 2016. Teva has agreed to indemnify and defend the Company against all matters asserted in litigation against the Company arising out of the former generics business, including litigations and investigations relating to generic opioid products including, without limitation, the actions described below.

Lidoderm^® Litigation. ~~On March 30, 2016, the~~The U.S. Federal Trade Commission filed a lawsuit in federal district court in the Eastern District of Pennsylvania against the Company and one of its former global generics business subsidiaries ~~Watson Laboratories, Inc., Endo Pharmaceuticals Inc.~~ and others ~~arising out of~~alleging that patent litigation settlements relating to ~~Lidoderm.~~Lidoderm were anticompetitive. The ~~Lidoderm settlement was reached by Endo Pharmaceuticals Inc. and Watson Laboratories, Inc. in May 2012, prior to Watson’s affiliation with the Company. On October 25, 2016, the~~ FTC voluntarily withdrew its complaint in ~~federal court in Pennsylvania. Then, in January 2017, the FTC~~Pennsylvania and filed a similar complaint in the ~~federal district court in~~U.S. District Court for the Northern District California where similar lawsuits filed by private plaintiffs were already pending and where the State of California filed a similar complaint against the same defendants. ~~On January 27, 2017, Allergan Finance LLC~~Defendants in the Pennsylvania action filed a declaratory judgment action against the FTC in the ~~same~~Pennsylvania federal ~~district~~ court inbut the ~~Eastern District of Pennsylvania where~~court granted the FTC’s ~~original action had been pending. In April 2017, the~~motion to dismiss this lawsuit. The FTC and State of California’s actions were stayed pending the declaratory judgment action in the Eastern District of Pennsylvania. ~~On May 9, 2017,~~The Actavis entities reached agreements with the government and private plaintiffs ~~filed a motion for summary judgment~~to resolve this action in its entirety, including with respect to any claims against the ~~Eastern District of Pennsylvania.~~ Company.

Hydrocortisone Investigation. ~~On November 10,~~In 2016, the Company received notice from the UK Competition and Markets Authority (“CMA”) that it would be included within the scope of the CMA’s formal investigation under Section 25 of the Competition Act of 1998 (“CA98”) into suspected abuse of dominance by a former generics business subsidiary of the Company in relation to the supply of 10mg and 20mg hydrocortisone tablets. The CMA is ~~investigating~~investigating: (i) alleged excessive and unfair prices with respect to hydrocortisone tablets and (ii) whether the former generics business subsidiary entered into anti-competitive agreements with a

potential competitor ~~relating to the hydrocortisone~~for this product. The CMA ~~is investigating whether the conduct infringes the Chapter II prohibition of the CA98 and/or Article 102 of the Treaty on the Functioning of the European Union. The CMA~~has issued ~~a statement of objection~~

~~with respect to the alleged excessive and unfair pricing in December 2016 and a separate statement~~statements of objection with respect to ~~the alleged anti-competitive agreements in March 2017. The CMA may pursue additional similar investigations relating to this former generic subsidiary~~both parts of ~~the Company in relation to the hydrocortisone tablet products.~~its investigation. The Company intends to cooperate fully with the investigation.

Teva Shareholder Derivative Litigation. ~~On or about February 26,~~In 2017, ~~Allergan plc~~the Company was named as defendant in a proposed Teva shareholder derivative litigation filed in the Economic Division of the Tel Aviv District Court in Israel. ~~In order to proceed with the lawsuit, plaintiffs have to secure court approval and have filed a motion seeking such approval.~~ The lawsuit contains allegations ~~directed at~~that the Company aided and abetted Teva’s board of ~~directors and the approval process needed by Teva to approve the Master Purchase Agreement and also includes claims regarding the amount and form~~directors’ violations of ~~consideration Teva paid in connection with the Master Purchase Agreement. Pursuant to the court’s order, plaintiffs have filed a consolidated motion seeking approval from~~Israeli securities laws. To date, the court has not determined whether it will allow plaintiffs to ~~commence the shareholder derivative suit. The Company submitted a written response to plaintiffs’ motion on December 5, 2017.~~

~~Florida Subpoena Related to Oxymorphone Products~~. In January 2018, the Company received a grand jury subpoena from the U.S. Attorney’s Office for the Southern District of Florida seeking information related to oxymorphone products which were sold by the divested generics business. This subpoena appears to be related to a similar inquiry disclosed by Endo International plc on January 11, 2018. The subpoena was directed to the Company as a source of information, not as a target, alongproceed with ~~others.~~

NOTE 2022 — Warner Chilcott Limited (“WCL”) Guarantor and Non-Guarantor Condensed Consolidating Financial Information

The following financial information is presented to segregate the financial results of WCL, Allergan Funding SCS, and Allergan Finance, LLC (the issuers of the long-term notes), the guarantor subsidiaries for the long-term notes and the non-guarantor subsidiaries. The guarantors jointly and severally, and fully and unconditionally, guarantee the Company’s obligation under the long-term notes.

The information includes elimination entries necessary to consolidate the guarantor and the non-guarantor subsidiaries. Investments in subsidiaries are accounted for using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, equity and intercompany balances and transactions.

WCL, Allergan Capital S.à.r.l. and Allergan Finance, LLC are guarantors of the long-term notes. The Company anticipates future legal entity structure changes which may impact the presentation of this footnote in the future.

WCL has revised its consolidating balance sheets as previously presented in Footnote 2526 of the December 31, ~~2017~~2018 Annual Report on Form 10-K and its consolidating financial statements as previously presented in Footnote 2120 of the September 30 ~~2017~~, 2018 Quarterly Report on Form 10-Q due to a change in the Company’s legal entity structure and other reclassifications that occurred during the nine months ended September 30 ~~2018.~~, 2019. As a result, prior period information has been recast to conform to the current period presentation.

The following financial information presents the consolidating balance sheets as of September 30 ~~2018~~, 2019 and December 31, ~~2017,~~2018, the related ~~statement~~statements of operations for the three and nine months ended September 30, 2019 and 2018 ~~and 2017~~ and the statements of cash flows for the nine months ended September 30 ~~2018~~, 2019 and ~~2017.~~2018.

	Warner Chilcott Limited (Parent Guarantor)		Allergan Capital S.a.r.l. (Guarantor)		Allergan Funding SCS (Issuer)		Allergan Finance, LLC (Issuer and Guarantor)		Non- guarantors		Eliminations			Consolidated Warner Chilcott Limited		Warner Chilcott Limited (Parent Guarantor)		Allergan Capital S.a.r.l. (Guarantor)		Allergan Funding SCS (Issuer)		Allergan Finance, LLC (Issuer and Guarantor)		Non- guarantors		Eliminations			Consolidated Warner Chilcott Limited
ASSETS
Current assets:
Cash and cash equivalents	$	0.1	$	101.9	$	0.1	$	-	$	1,083.8	$	-		$	1,185.9	$	0.1	$	179.1	$	-	$	-	$	1,051.1	$	-		$	1,230.3
Marketable securities		-		-		-		-		22.0		-			22.0		-		100.1		-		-		3,218.3		-			3,318.4
Accounts receivable, net		-		-		-		-		2,826.7		-			2,826.7		-		-		-		-		3,012.3		-			3,012.3
Receivables from Parents		-		-		-		-		795.7		-			795.7		-		-		-		-		286.5		-			286.5
Inventories		-		-		-		-		894.6		-			894.6		-		-		-		-		1,083.1		-			1,083.1
Intercompany receivables		-		1,470.6		1,342.1		90.8		21,898.3		(24,801.8	)		-		-		2,851.2		-		29.7		27,483.7		(30,364.6	)		-
Current assets held for sale		-		-		-		-		7.3		-			7.3
Prepaid expenses and other current assets		-		-		17.4		92.8		690.4		-			800.6		-		-		-		33.3		907.4		-			940.7
Total current assets		0.1		1,572.5		1,359.6		183.6		28,218.8		(24,801.8	)		6,532.8		0.1		3,130.4		-		63.0		37,042.4		(30,364.6	)		9,871.3
Property, plant and equipment, net		-		-		-		-		1,756.6		-			1,756.6		-		-		-		-		1,857.0		-			1,857.0
Right of use asset - operating leases																	-		-		-		-		478.2		-			478.2
Investments and other assets		-		-		-		-		302.8		-			302.8		-		-		-		-		367.9		-			367.9
Investment in subsidiaries		77,936.8		85,745.4		-		108,888.9		-		(272,571.1	)		-		56,200.8		65,320.3		24,810.5		94,675.7		-		(241,007.3	)		-
Non current intercompany receivables		-		31,850.9		17,407.2		-		27,556.9		(76,815.0	)		-		-		16,215.9		-		-		1,117.2		(17,333.1	)		-
Non current receivables from Parents		-		3,463.3		-		-		5,583.5		-			9,046.8
Non current assets held for sale		-		-		-		-		169.7		-			169.7		-		-		-		-		32.5		-			32.5
Deferred tax assets		-		-		-		-		989.4		-			989.4		-		49.6		-		-		437.8		-			487.4
Product rights and other intangibles		-		-		-		-		48,127.4		-			48,127.4		-		-		-		-		39,526.8		-			39,526.8
Goodwill		-		-		-		-		49,456.4		-			49,456.4		-		-		-		-		42,065.5		-			42,065.5
Total assets	$	77,936.9	$	122,632.1	$	18,766.8	$	109,072.5	$	162,161.5	$	(374,187.9	)	$	116,381.9	$	56,200.9	$	84,716.2	$	24,810.5	$	94,738.7	$	122,925.3	$	(288,705.0	)	$	94,686.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		-		-		75.0		111.6		4,506.6		-			4,693.2		-		0.1		86.0		110.5		5,494.0		-			5,690.6
Intercompany payables		-		11,298.1		0.3		10,599.9		2,903.5		(24,801.8	)		-		-		16,458.4		573.9		10,451.4		2,880.9		(30,364.6	)		-
Payables to Parents		-		-		-		-		2,430.2		-			2,430.2		-		-		-		-		2,581.6		-			2,581.6
Income taxes payable		-		-		-		-		185.6		-			185.6		-		-		2.4		-		86.5		-			88.9
Current portion of long-term debt and capital leases		-		-		1,283.3		-		68.3		-			1,351.6
Current portion of long-term debt																	-		-		3,007.3		-		731.9		-			3,739.2
Current portion of lease liability - operating																	-		-		-		-		118.4		-			118.4
Total current liabilities		-		11,298.1		1,358.6		10,711.5		10,094.2		(24,801.8	)		8,660.6		-		16,458.5		3,669.6		10,561.9		11,893.3		(30,364.6	)		12,218.7
Long-term debt and capital leases		-		-		17,407.2		2,134.8		2,689.8		-			22,231.8
Long-term debt																	-		-		14,643.2		2,141.9		2,000.9		-			18,786.0
Lease liability - operating																	-		-		-		-		437.4		-			437.4
Other long-term liabilities		-		0.2		-		-		751.9		-			752.1		-		-		-		-		810.9		-			810.9
Long-term intercompany payables		-		26,519.9		-		1,037.0		49,258.1		(76,815.0	)		-		-		-		-		1,117.2		16,215.9		(17,333.1	)		-
Other taxes payable		-		-		-		-		1,575.1		-			1,575.1		-		-		-		-		1,713.4		-			1,713.4
Deferred tax liabilities		-		0.2		-		-		5,225.2		-			5,225.4		-		-		-		-		4,519.3		-			4,519.3
Total liabilities		-		37,818.4		18,765.8		13,883.3		69,594.3		(101,616.8	)		38,445.0		-		16,458.5		18,312.8		13,821.0		37,591.1		(47,697.7	)		38,485.7
Total equity / (deficit)		77,936.9		84,813.7		1.0		95,189.2		92,567.2		(272,571.1	)		77,936.9		56,200.9		68,257.7		6,497.7		80,917.7		85,334.2		(241,007.3	)		56,200.9
Total liabilities and equity	$	77,936.9	$	122,632.1	$	18,766.8	$	109,072.5	$	162,161.5	$	(374,187.9	)	$	116,381.9	$	56,200.9	$	84,716.2	$	24,810.5	$	94,738.7	$	122,925.3	$	(288,705.0	)	$	94,686.6

	Warner Chilcott Limited (Parent Guarantor)		Allergan Capital S.a.r.l. (Guarantor)		Allergan Funding SCS (Issuer)		Allergan Finance, LLC (Issuer and Guarantor)		Non- guarantors		Eliminations			Consolidated Warner Chilcott Limited		Warner Chilcott Limited (Parent Guarantor)		Allergan Capital S.a.r.l. (Guarantor)		Allergan Funding SCS (Issuer)		Allergan Finance, LLC (Issuer and Guarantor)		Non- guarantors		Eliminations			Consolidated Warner Chilcott Limited
ASSETS
Current assets:
Cash and cash equivalents	$	0.1	$	593.1	$	0.1	$	-	$	1,223.0	$	-		$	1,816.3	$	0.1	$	1.8	$	0.8	$	-	$	875.9	$	-		$	878.6
Marketable securities		-		400.2		-		-		4,231.9		-			4,632.1		-		489.9		-		-		537.0		-			1,026.9
Accounts receivable, net		-		-		-		-		2,899.0		-			2,899.0		-		-		-		-		2,868.1		-			2,868.1
Receivables from Parents		-		4,223.5		-		-		1,573.9		-			5,797.4		-		-		-		-		640.9		-			640.9
Inventories		-		-		-		-		904.5		-			904.5		-		-		-		-		846.9		-			846.9
Intercompany receivables		-		8,118.7		5,507.6		19.6		25,417.0		(39,062.9	)		-		-		3,534.7		961.0		16.7		24,779.3		(29,291.7	)		-
Current assets held for sale																	-		-		-		-		34.0		-			34.0
Prepaid expenses and other current assets		-		-		-		85.0		1,038.0		-			1,123.0		-		-		-		33.3		785.4		-			818.7
Total current assets		0.1		13,335.5		5,507.7		104.6		37,287.3		(39,062.9	)		17,172.3		0.1		4,026.4		961.8		50.0		31,367.5		(29,291.7	)		7,114.1
Property, plant and equipment, net		-		-		-		-		1,785.4		-			1,785.4		-		-		-		-		1,787.0		-			1,787.0
Investments and other assets		-		-		-		-		267.9		-			267.9		-		-		-		-		1,970.6		-			1,970.6
Investment in subsidiaries		81,282.1		87,583.9		-		109,169.8		-		(278,035.8	)		-		62,940.2		73,846.0		26,428.5		99,328.5		-		(262,543.2	)		-
Non current intercompany receivables		-		27,518.7		20,985.0		-		30,544.0		(79,047.7	)		-		-		28,239.4		18,090.2		-		19,674.2		(66,003.8	)		-
Non current receivables from Parents		-		-		-		-		3,964.0		-			3,964.0
Non current assets held for sale		-		-		-		-		81.6		-			81.6		-		-		-		-		882.2		-			882.2
Deferred tax assets		-		-		-		-		316.0		-			316.0		-		43.6		-		-		1,020.1		-			1,063.7
Product rights and other intangibles		-		-		-		-		54,648.3		-			54,648.3		-		-		-		-		43,695.4		-			43,695.4
Goodwill		-		-		-		-		49,862.9		-			49,862.9		-		-		-		-		45,913.3		-			45,913.3
Total assets	$	81,282.2	$	128,438.1	$	26,492.7	$	109,274.4	$	178,757.4	$	(396,146.4	)	$	128,098.4	$	62,940.3	$	106,155.4	$	45,480.5	$	99,378.5	$	146,310.3	$	(357,838.7	)	$	102,426.3
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		-		0.6		202.9		89.3		5,222.8		-			5,515.6		-		0.1		156.3		92.9		4,538.1		-			4,787.4
Intercompany payables		-		12,186.2		1,828.5		11,402.3		13,645.9		(39,062.9	)		-		-		14,315.0		21.7		10,442.6		4,512.4		(29,291.7	)		-
Payables to Parents		-		-		-		-		2,340.6		-			2,340.6		-		-		-		-		2,829.2		-			2,829.2
Income taxes payable		-		-		-		-		74.9		-			74.9		-		-		-		-		72.4		-			72.4
Current portion of long-term debt and capital leases		-		-		3,475.4		-		756.4		-			4,231.8
Current portion of long-term debt																	-		-		779.6		-		88.7		-			868.3
Total current liabilities		-		12,186.8		5,506.8		11,491.6		22,040.6		(39,062.9	)		12,162.9		-		14,315.1		957.6		10,535.5		12,040.8		(29,291.7	)		8,557.3
Long-term debt and capital leases		-		-		20,985.0		2,130.1		2,728.4		-			25,843.5
Long-term debt																	-		-		18,090.2		2,135.9		2,703.3		-			22,929.4
Other long-term liabilities		-		0.2		-		-		886.7		-			886.9		-		-		-		-		882.0		-			882.0
Long-term intercompany payables		-		30,395.0		-		149.0		48,503.7		(79,047.7	)		-		-		18,597.4		-		1,076.8		46,329.6		(66,003.8	)		-
Other taxes payable		-		-		-		-		1,573.5		-			1,573.5		-		-		-		-		1,615.5		-			1,615.5
Deferred tax liabilities		-		0.2		-		-		6,349.2		-			6,349.4		-		-		-		-		5,501.8		-			5,501.8
Total liabilities		-		42,582.2		26,491.8		13,770.7		82,082.1		(118,110.6	)		46,816.2		-		32,912.5		19,047.8		13,748.2		69,073.0		(95,295.5	)		39,486.0
Total equity / (deficit)		81,282.2		85,855.9		0.9		95,503.7		96,675.3		(278,035.8	)		81,282.2		62,940.3		73,242.9		26,432.7		85,630.3		77,237.3		(262,543.2	)		62,940.3
Total liabilities and equity	$	81,282.2	$	128,438.1	$	26,492.7	$	109,274.4	$	178,757.4	$	(396,146.4	)	$	128,098.4	$	62,940.3	$	106,155.4	$	45,480.5	$	99,378.5	$	146,310.3	$	(357,838.7	)	$	102,426.3

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Net revenues	$	-		$	-		$	-		$	-		$	4,050.7		$	-		$	4,050.7
Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		-			-			-			-			639.0			-			639.0
Research and development		-			-			-			-			474.5			-			474.5
Selling and marketing		-			-			-			-			901.4			-			901.4
General and administrative		-			-			-			-			1,037.1			-			1,037.1
Amortization		-			-			-			-			1,537.7			-			1,537.7
Asset sales and impairments, net		-			-			-			-			2.0			-			2.0
Total operating expenses		-			-			-			-			4,591.7			-			4,591.7
Operating (loss)		-			-			-			-			(541.0	)		-			(541.0	)

Interest (expense) / income, net		-			(26.6	)		(215.1	)		(19.9	)		88.2			-			(173.4	)
Other income, net		-			-			-			-			2.5			-			2.5
Total other (expense) / income, net		-			(26.6	)		(215.1	)		(19.9	)		90.7			-			(170.9	)
(Loss) before income taxes and noncontrolling interest		-			(26.6	)		(215.1	)		(19.9	)		(450.3	)		-			(711.9	)
Provision for income taxes		-			-			-			-			18.2			-			18.2
Losses / (earnings) of equity interest subsidiaries		731.3			691.5			166.5			368.5			-			(1,957.8	)		-
Net (loss) / income	$	(731.3	)	$	(718.1	)	$	(381.6	)	$	(388.4	)	$	(468.5	)	$	1,957.8		$	(730.1	)
(Income) attributable to noncontrolling interest		-			-			-			-			(1.2	)		-			(1.2	)
Net (loss) / income attributable to members	$	(731.3	)	$	(718.1	)	$	(381.6	)	$	(388.4	)	$	(469.7	)	$	1,957.8		$	(731.3	)
Other comprehensive (loss) / income, net of tax		(240.6	)		16.2			(137.8	)		(462.5	)		(240.6	)		824.7			(240.6	)
Comprehensive (loss) / income attributable to members	$	(971.9	)	$	(701.9	)	$	(519.4	)	$	(850.9	)	$	(710.3	)	$	2,782.5		$	(971.9	)

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Net revenues	$	-		$	-		$	-		$	-		$	11,737.9		$	-		$	11,737.9
Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		-			-			-			-			1,789.1			-			1,789.1
Research and development		-			-			-			-			1,359.5			-			1,359.5
Selling and marketing		-			-			-			-			2,578.7			-			2,578.7
General and administrative		-			-			-			-			1,659.6			-			1,659.6
Amortization		-			-			-			-			4,339.1			-			4,339.1
Goodwill impairments		-			-			-			-			3,552.8			-			3,552.8
In-process research and development impairments		-			-			-			-			436.0			-			436.0
Asset sales and impairments, net		-			-			-			-			126.2			-			126.2
Total operating expenses		-			-			-			-			15,841.0			-			15,841.0
Operating (loss)		-			-			-			-			(4,103.1	)		-			(4,103.1	)

Interest (expense), net		-			(73.5	)		(226.7	)		(59.8	)		(179.6	)		-			(539.6	)
Other (expense) / income, net		-			-			(0.1	)		-			11.7			-			11.6
Total other (expense), net		-			(73.5	)		(226.8	)		(59.8	)		(167.9	)		-			(528.0	)
(Loss) before income taxes and noncontrolling interest		-			(73.5	)		(226.8	)		(59.8	)		(4,271.0	)		-			(4,631.1	)
Provision for income taxes		-			1.8			-			-			249.3			-			251.1
Losses / (earnings) of equity interest subsidiaries		4,888.2			4,752.3			1,349.9			3,751.2			-			(14,741.6	)		-
Net (loss) / income	$	(4,888.2	)	$	(4,827.6	)	$	(1,576.7	)	$	(3,811.0	)	$	(4,520.3	)	$	14,741.6		$	(4,882.2	)
(Income) attributable to noncontrolling interest		-			-			-			-			(6.0	)		-			(6.0	)
Net (loss) / income attributable to members	$	(4,888.2	)	$	(4,827.6	)	$	(1,576.7	)	$	(3,811.0	)	$	(4,526.3	)	$	14,741.6		$	(4,888.2	)
Other comprehensive (loss) / income, net of tax		(304.1	)		(157.6	)		(268.1	)		(901.6	)		(304.1	)		1,631.4			(304.1	)
Comprehensive (loss) / income attributable to members	$	(5,192.3	)	$	(4,985.2	)	$	(1,844.8	)	$	(4,712.6	)	$	(4,830.4	)	$	16,373.0		$	(5,192.3	)

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)		Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited			Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Net revenues	$	-		$	-	$	-		$	-		$	3,911.4		$	-		$	3,911.4		$	-		$	-		$	-		$	-		$	3,911.4		$	-		$	3,911.4

Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		-			-		-			-			596.8			-			596.8			-			-			-			-			596.8			-			596.8
Research and development		-			-		-			-			424.2			-			424.2			-			-			-			-			424.2			-			424.2
Selling and marketing		-			-		-			-			755.6			-			755.6			-			-			-			-			755.6			-			755.6
General and administrative		-			-		0.1			-			272.3			-			272.4			-			-			0.1			-			272.3			-			272.4
Amortization		-			-		-			-			1,588.5			-			1,588.5			-			-			-			-			1,588.5			-			1,588.5
In-process research and development impairments		-			-		-			-			-			-			-
Asset sales and impairments, net		-			-		-			-			(0.4	)		-			(0.4	)		-			-			-			-			(0.4	)		-			(0.4	)
Total operating expenses		-			-		0.1			-			3,637.0			-			3,637.1			-			-			0.1			-			3,637.0			-			3,637.1
Operating (loss) / income		-			-		(0.1	)		-			274.4			-	��		274.3			-			-			(0.1	)		-			274.4			-			274.3

Interest income / (expense), net		-			269.9		7.7			(20.7	)		(400.0	)		-			(143.1	)		-			269.9			7.7			(20.7	)		(400.0	)		-			(143.1	)
Other (expense) / income, net		-			-		(7.5	)		-			137.5			-			130.0			-			-			(7.5	)		-			137.5			-			130.0
Total other income / (expense), net		-			269.9		0.2			(20.7	)		(262.5	)		-			(13.1	)		-			269.9			0.2			(20.7	)		(262.5	)		-			(13.1	)
Income / (loss) before income taxes and noncontrolling interest		-			269.9		0.1			(20.7	)		11.9			-			261.2			-			269.9			0.1			(20.7	)		11.9			-			261.2
(Benefit) / provision for income taxes		-			-		-			(12.4	)		220.7			-			208.3			-			-			-			(12.4	)		220.7			-			208.3
(Earnings) / losses of equity interest subsidiaries		(51.3	)		243.5		-			(142.8	)		-			(49.4	)		-			(51.3	)		162.1			119.8			(44.6	)		-			(186.0	)		-
Net income / (loss) from continuing operations, net of tax	$	51.3		$	26.4	$	0.1		$	134.5		$	(208.8	)	$	49.4		$	52.9
(Loss) from discontinued operations, net of tax		-			-		-			-			-			-			-
Net income / (loss)	$	51.3		$	26.4	$	0.1		$	134.5		$	(208.8	)	$	49.4		$	52.9		$	51.3		$	107.8		$	(119.7	)	$	36.3		$	(208.8	)	$	186.0		$	52.9
(Income) attributable to noncontrolling interest		-			-		-			-			(1.6	)		-			(1.6	)		-			-			-			-			(1.6	)		-			(1.6	)
Net income / (loss) attributable to members	$	51.3		$	26.4	$	0.1		$	134.5		$	(210.4	)	$	49.4		$	51.3		$	51.3		$	107.8		$	(119.7	)	$	36.3		$	(210.4	)	$	186.0		$	51.3
Other comprehensive (loss) / income, net of tax		(88.7	)		35.3		-			(357.1	)		(88.7	)		410.5			(88.7	)		(88.7	)		(305.5	)		(225.5	)		(760.7	)		(88.7	)		1,380.4			(88.7	)
Comprehensive (loss) / income attributable to members	$	(37.4	)	$	61.7	$	0.1		$	(222.6	)	$	(299.1	)	$	459.9		$	(37.4	)	$	(37.4	)	$	(197.7	)	$	(345.2	)	$	(724.4	)	$	(299.1	)	$	1,566.4		$	(37.4	)

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited			Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Net revenues	$	-		$	-		$	-		$	-		$	11,707.7		$	-		$	11,707.7		$	-		$	-		$	-		$	-		$	11,707.7		$	-		$	11,707.7

Operating expenses:
Cost of sales (excludes amortization and impairment of acquired intangibles including product rights)		-			-			-			-			1,601.4			-			1,601.4			-			-			-			-			1,601.4			-			1,601.4
Research and development		-			-			-			-			1,588.1			-			1,588.1			-			-			-			-			1,588.1			-			1,588.1
Selling and marketing		-			-			-			-			2,409.0			-			2,409.0			-			-			-			-			2,409.0			-			2,409.0
General and administrative		-			-			0.6			-			865.4			-			866.0			-			-			0.6			-			865.4			-			866.0
Amortization		-			-			-			-			4,983.2			-			4,983.2			-			-			-			-			4,983.2			-			4,983.2
In-process research and development impairments		-			-			-			-			798.0			-			798.0			-			-			-			-			798.0			-			798.0
Asset sales and impairments, net		-			-			-			-			272.3			-			272.3			-			-			-			-			272.3			-			272.3
Total operating expenses		-			-			0.6			-			12,517.4			-			12,518.0			-			-			0.6			-			12,517.4			-			12,518.0
Operating (loss)		-			-			(0.6	)		-			(809.7	)		-			(810.3	)		-			-			(0.6	)		-			(809.7	)		-			(810.3	)

Interest income / (expense), net		-			796.3			(0.7	)		(62.6	)		(1,214.6	)		-			(481.6	)		-			796.3			(0.7	)		(62.6	)		(1,214.6	)		-			(481.6	)
Other income, net		-			-			1.7			-			264.9			-			266.6			-			-			1.7			-			264.9			-			266.6
Total other income / (expense), net		-			796.3			1.0			(62.6	)		(949.7	)		-			(215.0	)		-			796.3			1.0			(62.6	)		(949.7	)		-			(215.0	)
Income / (loss) before income taxes and noncontrolling interest		-			796.3			0.4			(62.6	)		(1,759.4	)		-			(1,025.3	)		-			796.3			0.4			(62.6	)		(1,759.4	)		-			(1,025.3	)
Provision / (benefit) for income taxes		-			-			0.3			(29.0	)		(450.4	)		-			(479.1	)		-			-			0.3			(29.0	)		(450.4	)		-			(479.1	)
Losses / (earnings) of equity interest subsidiaries		552.4			1,445.0			-			(648.4	)		-			(1,349.0	)		-			552.4			1,180.5			334.2			54.6			-			(2,121.7	)		-
Net (loss) / income from continuing operations, net of tax	$	(552.4	)	$	(648.7	)	$	0.1		$	614.8		$	(1,309.0	)	$	1,349.0		$	(546.2	)
(Loss) from discontinued operations, net of tax		-			-			-			-			-			-			-
Net (loss) / income	$	(552.4	)	$	(648.7	)	$	0.1		$	614.8		$	(1,309.0	)	$	1,349.0		$	(546.2	)	$	(552.4	)	$	(384.2	)	$	(334.1	)	$	(88.2	)	$	(1,309.0	)	$	2,121.7		$	(546.2	)
(Income) attributable to noncontrolling interest		-			-			-			-			(6.2	)		-			(6.2	)		-			-			-			-			(6.2	)		-			(6.2	)
Net (loss) / income attributable to members	$	(552.4	)	$	(648.7	)	$	0.1		$	614.8		$	(1,315.2	)	$	1,349.0		$	(552.4	)	$	(552.4	)	$	(384.2	)	$	(334.1	)	$	(88.2	)	$	(1,315.2	)	$	2,121.7		$	(552.4	)
Other comprehensive (loss) / income, net of tax		(416.5	)		(393.5	)		-			(929.3	)		(416.5	)		1,739.3			(416.5	)		(353.5	)		(330.5	)		(166.3	)		(596.3	)		(353.5	)		1,446.6			(353.5	)
Comprehensive (loss) / income attributable to members	$	(968.9	)	$	(1,042.2	)	$	0.1		$	(314.5	)	$	(1,731.7	)	$	3,088.3		$	(968.9	)	$	(905.9	)	$	(714.7	)	$	(500.4	)	$	(684.5	)	$	(1,668.7	)	$	3,568.3		$	(905.9	)

Warner
Chilcott
Limited
(Parent
Guarantor)

Allergan
Capital
S.a.r.l.
(Guarantor)

Allergan
Funding
SCS
(Issuer)

Allergan
Finance,
LLC
(Issuer and
Guarantor)

Non-
guarantors

Eliminations

Consolidated
Warner
Chilcott
Limited

Net revenues

$
-

$
-

$
-

$
-

$
4,034.3

$
-

$
4,034.3

Operating expenses:

Cost of sales (excludes amortization and
   impairment of acquired intangibles including
   product rights)

-

-

-

-

586.5

-

586.5

Research and development

-

-

-

-

442.6

-

442.6

Selling and marketing

-

-

-

-

832.8

-

832.8

General and administrative

-

-

(0.9
)

-

278.1

-

277.2

Amortization

-

-

-

-

1,781.0

-

1,781.0

In-process research and development
   impairments

-

-

-

-

202.0

-

202.0

Asset sales and impairments, net

-

-

-

-

3,874.8

-

3,874.8

Total operating expenses

-

-

(0.9
)

-

7,997.8

-

7,996.9

Operating  income / (loss)

-

-

0.9

-

(3,963.5
)

-

(3,962.6
)

Interest income / (expense), net

-

193.6

52.5

(26.3
)

(447.1
)

-

(227.3
)
Other (expense), net

-

-

-

-

(1,310.3
)

-

(1,310.3
)
Total other income / (expense), net

-

193.6

52.5

(26.3
)

(1,757.4
)

-

(1,537.6
)
Income / (loss) before income taxes and
   noncontrolling interest

-

193.6

53.4

(26.3
)

(5,720.9
)

-

(5,500.2
)
Provision / (benefit) for income taxes

-

-

0.3

(14.4
)

(1,624.7
)

-

(1,638.8
)
Losses / (earnings) of equity interest subsidiaries

3,869.2

4,086.9

-

4,399.6

-

(12,355.7
)

-

Net (loss) / income from continuing operations,
   net of tax

$
(3,869.2
)

$
(3,893.3
)

$
53.1

$
(4,411.5
)

$
(4,096.2
)

$
12,355.7

$
(3,861.4
)
(Loss) from discontinued operations, net of tax

-

-

-

-

(6.1
)

-

(6.1
)
Net (loss) / income

$
(3,869.2
)

$
(3,893.3
)

$
53.1

$
(4,411.5
)

$
(4,102.3
)

$
12,355.7

$
(3,867.5
)
(Income) attributable to noncontrolling interest

-

-

-

-

(1.7
)

-

(1.7
)
Net (loss) / income attributable to members

$
(3,869.2
)

$
(3,893.3
)

$
53.1

$
(4,411.5
)

$
(4,104.0
)

$
12,355.7

$
(3,869.2
)
Other comprehensive income / (loss), net of tax

86.2

179.4

-

427.0

86.2

(692.6
)

86.2

Comprehensive (loss) / income attributable to
   members

$
(3,783.0
)

$
(3,713.9
)

$
53.1

$
(3,984.5
)

$
(4,017.8
)

$
11,663.1

$
(3,783.0
)

Warner
Chilcott
Limited
(Parent
Guarantor)

Allergan
Capital
S.a.r.l.
(Guarantor)

Allergan
Funding
SCS
(Issuer)

Allergan
Finance,
LLC
(Issuer and
Guarantor)

Non-
guarantors

Eliminations

Consolidated
Warner
Chilcott
Limited

Net revenues

$
-

$
-

$
-

$
-

$
11,614.6

$
-

$
11,614.6

Operating expenses:

Cost of sales (excludes amortization and
   impairment of acquired intangibles including
   product rights)

-

-

-

-

1,587.1

-

1,587.1

Research and development

-

-

-

-

1,691.9

-

1,691.9

Selling and marketing

-

-

-

-

2,637.1

-

2,637.1

General and administrative

-

-

9.2

1.1

1,028.9

-

1,039.2

Amortization

-

-

-

-

5,274.9

-

5,274.9

In-process research and development
   impairments

-

-

-

-

1,245.3

-

1,245.3

Asset sales and impairments, net

-

-

-

-

3,896.2

-

3,896.2

Total operating expenses

-

-

9.2

1.1

17,361.4

-

17,371.7

Operating (loss)

-

-

(9.2
)

(1.1
)

(5,746.8
)

-

(5,757.1
)

Interest income / (expense), net

-

721.7

117.3

(104.3
)

(1,440.5
)

-

(705.8
)
Other (expense), net

-

-

(110.4
)

(39.9
)

(3,216.3
)

-

(3,366.6
)
Total other income / (expense), net

-

721.7

6.9

(144.2
)

(4,656.8
)

-

(4,072.4
)
Income / (loss) before income taxes and
   noncontrolling interest

-

721.7

(2.3
)

(145.3
)

(10,403.6
)

-

(9,829.5
)
(Benefit) / provision for income taxes

-

(0.2
)

0.3

(73.4
)

(2,678.8
)

-

(2,752.1
)
Losses / (earnings) of equity interest subsidiaries

7,099.7

7,869.3

-

6,625.4

-

(21,594.4
)

-

Net (loss) / income from continuing operations,
   net of tax

$
(7,099.7
)

$
(7,147.4
)

$
(2.6
)

$
(6,697.3
)

$
(7,724.8
)

$
21,594.4

$
(7,077.4
)
(Loss) from discontinued operations, net of tax

-

-

-

-

(17.6
)

-

(17.6
)
Net (loss) / income

$
(7,099.7
)

$
(7,147.4
)

$
(2.6
)

$
(6,697.3
)

$
(7,742.4
)

$
21,594.4

$
(7,095.0
)
(Income) attributable to noncontrolling interest

-

-

-

-

(4.7
)

-

(4.7
)
Net (loss) / income attributable to members

$
(7,099.7
)

$
(7,147.4
)

$
(2.6
)

$
(6,697.3
)

$
(7,747.1
)

$
21,594.4

$
(7,099.7
)
Other comprehensive income / (loss), net of tax

2,749.6

2,900.0

-

4,220.6

2,749.6

(9,870.2
)

2,749.6

Comprehensive (loss) / income attributable to
   members

$
(4,350.1
)

$
(4,247.4
)

$
(2.6
)

$
(2,476.7
)

$
(4,997.5
)

$
11,724.2

$
(4,350.1
)

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Cash Flows From Operating Activities:
Net (loss) / income	$	(4,888.2	)	$	(4,827.6	)	$	(1,576.7	)	$	(3,811.0	)	$	(4,520.3	)	$	14,741.6		$	(4,882.2	)
Reconciliation to net cash provided by / (used in) operating activities:
Losses / (earnings) of equity interest subsidiaries		4,888.2			4,752.3			1,349.9			3,751.2			-			(14,741.6	)		-
Depreciation		-			-			-			-			150.6			-			150.6
Amortization		-			-			-			-			4,339.1			-			4,339.1
Provision for inventory reserve		-			-			-			-			127.8			-			127.8
Share-based compensation		-			-			-			-			161.7			-			161.7
Deferred income tax benefit		-			-			-			-			(365.3	)		-			(365.3	)
Goodwill impairments														3,552.8						3,552.8
In-process research and development impairments		-			-			-			-			436.0			-			436.0
Loss on asset sales and impairments, net		-			-			-			-			126.2			-			126.2
Non-cash extinguishment of debt								-			-			0.2			-			0.2
Amortization of deferred financing costs		-			-			12.1			1.2			-			-			13.3
Non-cash lease expense		-			-			-			-			93.5			-			93.5
Contingent consideration adjustments, including accretion		-			-			-			-			49.5			-			49.5
Dividends from subsidiaries		1,531.2			-			-			-			-			(1,531.2	)		-
Other, net		-			-			(3.9	)		(1.3	)		2.9			-			(2.3	)
Changes in assets and liabilities (net of effects of acquisitions)		-			63.2			1,249.4			59.9			400.1			-			1,772.6
Net cash provided by / (used in) operating activities		1,531.2			(12.1	)		1,030.8			-			4,554.8			(1,531.2	)		5,573.5
Cash Flows From Investing Activities:
Additions to property, plant and equipment		-			-			-			-			(253.3	)		-			(253.3	)
Additions to product rights and other intangibles		-			-			-			-			(46.0	)		-			(46.0	)
Additions to investments		-			(100.0	)		-			-			(3,638.0	)		-			(3,738.0	)
Proceeds from sale of investments and other assets		-			289.4			-			-			1,177.3			-			1,466.7
Proceeds from sales of property, plant and equipment		-			-			-			-			18.5			-			18.5
Acquisitions of businesses, net of cash acquired		-			-			-			-			(80.6	)		-			(80.6	)
Net cash provided by / (used in) investing activities		-			189.4			-			-			(2,822.1	)		-			(2,632.7	)
Cash Flows From Financing Activities:
Proceeds from borrowings of long-term indebtedness, including credit facility		-			-			-			-			3.3			-			3.3
Payments on debt, including finance lease obligations and credit facility		-			-			(1,031.6	)		-			(13.3	)		-			(1,044.9	)
Payments of contingent consideration and other financing		-			-			-			-			(6.3	)		-			(6.3	)
Dividends to Parents		(1,531.2	)		-			-			-			(1,531.2	)		1,531.2			(1,531.2	)
Net cash (used in) / provided by financing activities		(1,531.2	)		-			(1,031.6	)		-			(1,547.5	)		1,531.2			(2,579.1	)
Effect of currency exchange rate changes on cash and cash equivalents		-			-			-			-			(10.0	)		-			(10.0	)
Net increase / (decrease) in cash and cash equivalents		-			177.3			(0.8	)		-			175.2			-			351.7
Cash and cash equivalents at beginning of period		0.1			1.8			0.8			-			875.9			-			878.6
Cash and cash equivalents at end of period	$	0.1		$	179.1		$	-		$	-		$	1,051.1		$	-		$	1,230.3

	Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited			Warner Chilcott Limited (Parent Guarantor)			Allergan Capital S.a.r.l. (Guarantor)			Allergan Funding SCS (Issuer)			Allergan Finance, LLC (Issuer and Guarantor)			Non- guarantors			Eliminations			Consolidated Warner Chilcott Limited
Cash Flows From Operating Activities:
Net (loss) / income	$	(552.4	)	$	(648.7	)	$	0.1		$	614.8		$	(1,309.0	)	$	1,349.0		$	(546.2	)	$	(552.4	)	$	(384.2	)	$	(334.1	)	$	(88.2	)	$	(1,309.0	)	$	2,121.7		$	(546.2	)
Reconciliation to net cash provided by / (used in) operating activities:
Losses / (earnings) of equity interest subsidiaries		552.4			1,445.0			-			(648.4	)		-			(1,349.0	)		-			552.4			1,180.5			334.2			54.6			-			(2,121.7	)		-
Depreciation		-			-			-			-			149.7			-			149.7			-			-			-			-			149.7			-			149.7
Amortization		-			-			-			-			4,983.2			-			4,983.2			-			-			-			-			4,983.2			-			4,983.2
Provision for inventory reserve		-			-			-			-			74.9			-			74.9			-			-			-			-			74.9			-			74.9
Share-based compensation		-			-			-			-			185.2			-			185.2			-			-			-			-			185.2			-			185.2
Deferred income tax benefit		-			-			-			-			(1,362.8	)		-			(1,362.8	)		-			-			-			-			(1,362.8	)		-			(1,362.8	)
In-process research and development impairments		-			-			-			-			798.0			-			798.0			-			-			-			-			798.0			-			798.0
Loss on asset sales and impairments, net		-			-			-			-			272.3			-			272.3			-			-			-			-			272.3			-			272.3
Gain on sale of Teva securities, net		-			-			-			-			(60.9	)		-			(60.9	)		-			-			-			-			(60.9	)		-			(60.9	)
Gain on sale of business		-			-			-			-			(182.6	)		-			(182.6	)
Gain on sale of businesses																							-			-			-			-			(182.6	)		-			(182.6	)
Non-cash extinguishment of debt		-			-			17.4			-			-			-			17.4			-			-			17.4			-			-			-			17.4
Cash (discount) related to extinguishment of debt		-			-			(18.2	)		-			-			-			(18.2	)
Cash charge related to extinguishment of debt																							-			-			(18.2	)		-			-			-			(18.2	)
Amortization of deferred financing costs		-			-			16.2			1.2			-			-			17.4			-			-			16.2			1.2			-			-			17.4
Contingent consideration adjustments, including accretion		-			-			-			-			(113.1	)		-			(113.1	)		-			-			-			-			(113.1	)		-			(113.1	)
Dividends from subsidiaries		2,798.2			-			-			-			-			(2,798.2	)		-			2,798.2			-			-			-			-			(2,798.2	)		-
Other, net		-			-			(4.2	)		(1.3	)		6.0			-			0.5			-			-			(4.2	)		(1.3	)		6.0			-			0.5
Changes in assets and liabilities (net of effects of acquisitions)		-			(1,687.5	)		5,693.7			33.7			(4,049.5	)		-			(9.6	)		-			(1,687.5	)		5,693.7			33.7			(4,049.5	)		-			(9.6	)
Net cash provided by / (used in) operating activities		2,798.2			(891.2	)		5,705.0			-			(608.6	)		(2,798.2	)		4,205.2			2,798.2			(891.2	)		5,705.0			-			(608.6	)		(2,798.2	)		4,205.2
Cash Flows From Investing Activities:
Additions to property, plant and equipment		-			-			-			-			(165.1	)		-			(165.1	)		-			-			-			-			(165.1	)		-			(165.1	)
Additions to investments		-			(400.0	)		-			-			(1,056.4	)		-			(1,456.4	)		-			(400.0	)		-			-			(1,056.4	)		-			(1,456.4	)
Proceeds from sale of investments and other assets		-			800.0			-			-			5,401.3			-			6,201.3			-			800.0			-			-			5,401.3			-			6,201.3
Payments to settle Teva related matters		-			-			-			-			(466.0	)		-			(466.0	)		-			-			-			-			(466.0	)		-			(466.0	)
Proceeds from sales of property, plant and equipment		-			-			-			-			24.6			-			24.6			-			-			-			-			24.6			-			24.6
Net cash provided by investing activities		-			400.0			-			-			3,738.4			-			4,138.4			-			400.0			-			-			3,738.4			-			4,138.4
Cash Flows From Financing Activities:
Proceeds from borrowings of long-term indebtedness, including credit facility		-			700.0			-			-			17.2			-			717.2			-			700.0			-			-			17.2			-			717.2
Payments on debt, including finance lease obligations and credit facility																							-			(700.0	)		(5,705.0	)		-			(710.9	)		-			(7,115.9	)
Payments of contingent consideration and other financing																							-			-			-			-			(21.7	)		-			(21.7	)
Proceeds from forward sale of Teva securities		-			-			-			-			465.5			-			465.5			-			-			-			-			465.5			-			465.5
Payments on debt, including capital lease obligations and credit facility		-			(700.0	)		(5,705.0	)		-			(710.9	)		-			(7,115.9	)
Payments of contingent consideration and other financing		-			-			-			-			(21.7	)		-			(21.7	)
Payments to settle Teva related matters		-			-			-			-			(234.0	)		-			(234.0	)		-			-			-			-			(234.0	)		-			(234.0	)
Dividends to Parents		(2,798.2	)		-			-			-			(2,798.2	)		2,798.2			(2,798.2	)		(2,798.2	)		-			-			-			(2,798.2	)		2,798.2			(2,798.2	)
Net cash (used in) / provided by financing activities		(2,798.2	)		-			(5,705.0	)		-			(3,282.1	)		2,798.2			(8,987.1	)		(2,798.2	)		-			(5,705.0	)		-			(3,282.1	)		2,798.2			(8,987.1	)
Effect of currency exchange rate changes on cash and cash equivalents		-			-			-			-			13.1			-			13.1			-			-			-			-			13.1			-			13.1
Net (decrease) in cash and cash equivalents		-			(491.2	)		-			-			(139.2	)		-			(630.4	)		-			(491.2	)		-			-			(139.2	)		-			(630.4	)
Cash and cash equivalents at beginning of period		0.1			593.1			0.1			-			1,223.0			-			1,816.3			0.1			593.1			0.1			-			1,223.0			-			1,816.3
Cash and cash equivalents at end of period	$	0.1		$	101.9		$	0.1		$	-		$	1,083.8		$	-		$	1,185.9		$	0.1		$	101.9		$	0.1		$	-		$	1,083.8		$	-		$	1,185.9

Warner
Chilcott
Limited
(Parent
Guarantor)

Allergan
Capital
S.a.r.l.
(Guarantor)

Allergan
Funding
SCS
(Issuer)

Allergan
Finance,
LLC
(Issuer and
Guarantor)

Non-
guarantors

Eliminations

Consolidated
Warner
Chilcott
Limited

Cash Flows From Operating Activities:

Net (loss) / income

$
(7,099.7
)

$
(7,147.4
)

$
(2.6
)

$
(6,697.3
)

$
(7,742.4
)

$
21,594.4

$
(7,095.0
)
Reconciliation to net cash provided by / (used in)
   operating activities:

Losses / (earnings) of equity interest subsidiaries

7,099.7

7,869.3

-

6,625.4

-

(21,594.4
)

-

Depreciation

-

-

-

-

123.2

-

123.2

Amortization

-

-

-

-

5,274.9

-

5,274.9

Provision for inventory reserve

-

-

-

-

77.3

-

77.3

Share-based compensation

-

-

-

-

220.8

-

220.8

Deferred income tax benefit

-

-

-

-

(3,205.3
)

-

(3,205.3
)
In-process research and development impairments

-

-

-

-

1,245.3

-

1,245.3

Loss on asset sales and impairments, net

-

-

-

-

3,896.2

-

3,896.2

Net income impact of other-than-temporary loss
   on investment in Teva securities

-

-

-

-

3,273.5

-

3,273.5

Amortization of inventory step up

-

-

-

-

126.2

-

126.2

Non-cash extinguishment of debt

-

-

17.6

12.2

(38.0
)

-

(8.2
)
Cash charge related to extinguishment of debt

-

-

91.6

26.1

52.8

-

170.5

Amortization of deferred financing costs

-

-

17.0

2.6

-

-

19.6

Contingent consideration adjustments, including
   accretion

-

-

-

-

(51.6
)

-

(51.6
)
Dividends from subsidiaries

917.0

-

-

-

-

(917.0
)

-

Other, net

-

(10.0
)

-

-

(8.2
)

-

(18.2
)
Changes in assets and liabilities (net of effects
   of acquisitions)

-

(5,072.9
)

(235.4
)

1,800.4

3,591.6

-

83.7

Net cash provided by / (used in) operating
   activities

917.0

(4,361.0
)

(111.8
)

1,769.4

6,836.3

(917.0
)

4,132.9

Cash Flows From Investing Activities:

Additions to property, plant and equipment

-

-

-

-

(234.0
)

-

(234.0
)
Additions to product rights and other intangibles

-

-

-

-

(604.3
)

-

(604.3
)
Additions to investments

-

(3,989.6
)

-

-

(4,444.2
)

-

(8,433.8
)
Proceeds from sale of investments and other assets

-

7,866.4

-

-

6,608.0

-

14,474.4

Proceeds from sales of property, plant and equipment

-

-

-

-

5.8

-

5.8

Acquisitions of business, net of cash acquired

-

-

-

-

(5,290.4
)

-

(5,290.4
)
Net cash provided by / (used in) investing
   activities

-

3,876.8

-

-

(3,959.1
)

-

(82.3
)
Cash Flows From Financing Activities:

Proceeds from borrowings of long-term indebtedness,
    including credit facility

-

-

3,020.9

-

4.1

-

3,025.0

Debt issuance and other financing costs

-

-

(17.5
)

-

-

-

(17.5
)
Payments on debt, including capital lease
   obligations and credit facility

-

-

(2,800.0
)

(1,743.3
)

(1,035.9
)

-

(5,579.2
)
Cash charge related to extinguishment of debt

-

-

(91.6
)

(26.1
)

(52.8
)

-

(170.5
)
Payments of contingent consideration and other
   financing

-

-

-

-

(515.2
)

-

(515.2
)
Dividends to Parents

(917.0
)

-

-

-

(917.0
)

917.0

(917.0
)
Net cash (used in) / provided by financing
   activities

(917.0
)

-

111.8

(1,769.4
)

(2,516.8
)

917.0

(4,174.4
)
Effect of currency exchange rate changes on cash
   and cash equivalents

-

-

-

-

19.1

-

19.1

Net (decrease) / increase in cash and cash
   equivalents

-

(484.2
)

-

-

379.5

-

(104.7
)
Cash and cash equivalents at beginning of period

0.1

513.9

-

-

1,199.2

-

1,713.2

Cash and cash equivalents at end of period

$
0.1

$
29.7

$
-

$
-

$
1,578.7

$
-

$
1,608.5

The following discussion of our financial condition and the results of operations should be read in conjunction with the “Consolidated Financial Statements” and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (the “Annual Report”). This discussion contains forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, among others, those identified under “Risk Factors” in our Annual Report, and elsewhere in this Quarterly Report.

References throughout to “we,” “our,” “us,” the “Company” or “Allergan” refer to financial information and transactions of Allergan plc. References to “Warner Chilcott Limited” refer to Warner Chilcott Limited, the Company’s indirect wholly-owned subsidiary, and, unless the context otherwise requires, its subsidiaries. Warner Chilcott Limited is an indirect wholly-owned subsidiary of Allergan plc, the ultimate parent of the group (together with other direct or indirect parents of Warner Chilcott Limited, the “Parents”). The results of Warner Chilcott Limited are consolidated into the results of Allergan plc. Due to the ~~deminimis~~de minimis activity between Warner Chilcott Limited and the Parents (including Allergan plc), content throughout this filing relates to both Allergan plc and Warner Chilcott Limited. Warner Chilcott Limited disclosures relate only to itself and not to any other company.

The following ~~are the significant transactions that were~~transaction was announced and completed ~~or announced~~ in the nine months ended September 30, ~~2018.~~2019.

~~On October 15, 2018, the Company entered into~~ ~~a definitive asset purchase agreement with Aclaris Therapeutics, Inc. to sell the worldwide rights to Rhofade~~^®. This transaction, which is subject to customary closing conditions, including certain governmental regulatory clearances, is expected to close in the fourth quarter of 2018. Under the terms of the agreement, the purchase price includes an upfront cash payment of $65.0 million at closing, a potential development milestone payment for an additional dermatology product, and tiered payments based on annual net sales of ~~Rhofade~~^®~~and the potential additional product~~ ~~with a fair value of approximately~~ ~~$65.0 million.~~

On ~~October 24, 2018,~~March 26, 2019, the Company acquired ~~BonTi,~~Envy Medical, Inc. (“~~BonTi”~~Envy”), a privately held ~~clinical-stage biotechnology~~medical aesthetics company ~~focused on the development~~that specializes in non-surgical, non-invasive skin resurfacing systems for an acquisition accounting purchase price of $81.4 million, which includes $67.4 million of product rights and ~~commercialization~~other intangibles, $34.1 million of ~~novel, fast-acting neurotoxin programs for aesthetic~~goodwill and ~~therapeutic applications, for $195.0 million upfront plus contingent consideration of up to $90.0 million. This~~other assets and liabilities. The transaction was ~~agreed to in the nine months ended September 30, 2018 and we expect to treat this transaction as an asset acquisition.~~

On April 6, 2018, the Company completed the acquisition of Elastagen Pty Ltd, which was accounted for as an asset acquisition as the purchase primarily related to one asset. An upfront expense of $96.1 million was expensed as a component of research and development (“R&D”) during the nine months ended September 30, 2018. Under the terms of the agreement, Elastagen Pty Ltd is eligible to receive additional contingent consideration of up to $165.0 million.

Operating Results for the Three and Nine Months Ended September 30, ~~2018~~2019 and ~~2017~~2018

Results of operations, including segment net revenues, segment operating expenses and segment contribution consisted of the following for the three and nine months ended September 30, ~~2018~~2019 and ~~2017 ($~~2018($ in millions):

		Three Months Ended September 30, 2018													Three Months Ended September 30, 2019
		US Specialized Therapeutics			US General Medicine			International			Total				US Specialized Therapeutics			US General Medicine			International			Total
Net revenues		$	1,706.2		$	1,381.3		$	821.6		$	3,909.1			$	1,670.8		$	1,518.6		$	835.1		$	4,024.5

Operating expenses:
Cost of sales⁽¹⁾			143.0			219.6			130.7			493.3				151.1			245.2			144.6			540.9
Selling and marketing			313.7			233.2			206.0			752.9				389.5			261.2			226.9			877.6
General and administrative			47.3			37.7			35.1			120.1				50.1			45.0			26.0			121.1
Segment contribution		$	1,202.2		$	890.8		$	449.8		$	2,542.8			$	1,080.1		$	967.2		$	437.6		$	2,484.9
Contribution margin			70.5	%		64.5	%		54.7	%		65.0	%			64.6	%		63.7	%		52.4	%		61.7	%
Corporate⁽²⁾												273.0													1,067.3
Research and development												424.2													474.5
Amortization												1,588.5													1,537.7
In-process research and development impairments												-
Asset sales and impairments, net												(0.4	)												2.0
Operating income											$	257.5
Operating (loss)																								$	(596.6	)
Operating margin												6.6	%												(14.8	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Corporate includes net revenues of $2.3 million.
⁽²⁾Corporate includes net revenues of $26.2 million.														⁽²⁾Corporate includes net revenues of $26.2 million.

In connection with the voluntary recall, the Company recorded an unfavorable adjustment to operating income of $114.8 million. Of this amount, $43.5 million related to estimated customer returns of product previously sold and was recorded as a reduction of net revenues, $61.3 million related to write-offs of inventory and other costs and was recorded in cost of sales, and $10.0 million related to the estimated penalties and costs to undertake the voluntary recall was recorded in selling, general and administrative expense.

The following ~~tables present~~table presents top product sales and net contribution for the US Specialized Therapeutics segment for the three and nine months ended September 30, ~~2018~~2019 and ~~2017 ($~~2018($ in millions):

		Three Months Ended September 30,						Change							Three Months Ended September 30,						Change
		2018			2017			Dollars			%				2019			2018			Dollars			%
Total Eye Care		$	570.3		$	635.3		$	(65.0	)		(10.2	)%		$	558.3		$	570.3		$	(12.0	)		(2.1	)%
Restasis^®			298.0			366.8			(68.8	)		(18.8	)%			286.8			298.0			(11.2	)		(3.8	)%
Alphagan^®/Combigan^®			95.4			92.7			2.7			2.9	%			90.9			95.4			(4.5	)		(4.7	)%
Lumigan^®/Ganfort^®			78.0			83.3			(5.3	)		(6.4	)%			67.5			78.0			(10.5	)		(13.5	)%
Eye Drops			54.8			53.7			1.1			2.0	%			62.0			54.8			7.2			13.1	%
Ozurdex^®			28.6			24.6			4.0			16.3	%			33.7			28.6			5.1			17.8	%
Other Eye Care			15.5			14.2			1.3			9.2	%			17.4			15.5			1.9			12.3	%
Total Medical Aesthetics			657.1			602.3			54.8			9.1	%			646.1			657.1			(11.0	)		(1.7	)%
Facial Aesthetics			348.4			314.9			33.5			10.6	%			377.7			348.4			29.3			8.4	%
Botox^® Cosmetics			216.0			189.7			26.3			13.9	%			237.6			216.0			21.6			10.0	%
Juvederm^® Collection			127.2			115.6			11.6			10.0	%			134.8			127.2			7.6			6.0	%
Kybella^®			5.2			9.6			(4.4	)		(45.8	)%			5.3			5.2			0.1			1.9	%
Plastic Surgery			58.2			58.0			0.2			0.3	%			58.5			58.2			0.3			0.5	%
Breast Implants			58.2			58.0			0.2			0.3	%			58.5			58.2			0.3			0.5	%
Regenerative Medicine			133.4			113.7			19.7			17.3	%			120.8			133.4			(12.6	)		(9.4	)%
Alloderm^®			105.8			84.6			21.2			25.1	%			95.0			105.8			(10.8	)		(10.2	)%
Other Regenerative Medicine			27.6			29.1			(1.5	)		(5.2	)%			25.8			27.6			(1.8	)		(6.5	)%
Body Contouring			84.9			83.4			1.5			1.8	%			53.0			84.9			(31.9	)		(37.6	)%
Coolsculpting^® Consumables			55.5			50.3			5.2			10.3	%			40.4			55.5			(15.1	)		(27.2	)%
Coolsculpting^® Systems & Add On Applicators			29.4			33.1			(3.7	)		(11.2	)%			12.6			29.4			(16.8	)		(57.1	)%
Skin Care(3)			32.2			32.3			(0.1	)		(0.3	)%			36.1			32.2			3.9			12.1	%
SkinMedica^®			19.9			18.7			1.2			6.4	%
Latisse^®			12.3			13.6			(1.3	)		(9.6	)%
Total Medical Dermatology			35.1			70.1			(35.0	)		(49.9	)%			15.6			35.1			(19.5	)		(55.6	)%
Aczone^®			17.4			46.7			(29.3	)		(62.7	)%			3.4			17.4			(14.0	)		(80.5	)%
Tazorac^®			9.3			15.1			(5.8	)		(38.4	)%
Other Medical Dermatology			8.4			8.3			0.1			1.2	%
Other Medical Dermatology⁽⁴⁾																12.2			17.7			(5.5	)		(31.1	)%
Total Neuroscience and Urology			427.9			397.2			30.7			7.7	%			436.8			427.9			8.9			2.1	%
Botox^® Therapeutics⁽³⁾			407.4			368.9			38.5			10.4	%
Botox^® Therapeutics																431.6			407.4			24.2			5.9	%
Rapaflo^®			20.5			28.3			(7.8	)		(27.6	)%			5.2			20.5			(15.3	)		(74.6	)%
Other Revenues			15.8			19.9			(4.1	)		(20.6	)%
Other revenues																14.0			15.8			(1.8	)		(11.4	)%
Net revenues		$	1,706.2		$	1,724.8		$	(18.6	)		(1.1	)%		$	1,670.8		$	1,706.2		$	(35.4	)		(2.1	)%
Operating expenses:
Cost of sales⁽¹⁾			143.0			131.4			11.6			8.8	%			151.1			143.0			8.1			5.7	%
Selling and marketing			313.7			353.5			(39.8	)		(11.3	)%			389.5			313.7			75.8			24.2	%
General and administrative			47.3			54.8			(7.5	)		(13.7	)%			50.1			47.3			2.8			5.9	%
Segment contribution		$	1,202.2		$	1,185.1		$	17.1			1.4	%		$	1,080.1		$	1,202.2		$	(122.1	)		(10.2	)%
Segment margin			70.5	%		68.7	%					1.8	%			64.6	%		70.5	%					(5.9	)%
Segment gross margin⁽²⁾			91.6	%		92.4	%					(0.8	)%			91.0	%		91.6	%					(0.6	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.	⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.													⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾ Includes Botox^® Hyperhidrosis of $16.8 million which was previously disclosed under Medical Dermatology in the three months ended September 30, 2017.
⁽³⁾ Includes SkinMedica^® and Latisse^®.														⁽³⁾ Includes SkinMedica^® and Latisse^®.
⁽⁴⁾ Includes Tazorac^® sales of $9.3 million which were previously disclosed separately in the three months ended September 30, 2018.														⁽⁴⁾ Includes Tazorac^® sales of $9.3 million which were previously disclosed separately in the three months ended September 30, 2018.

		Nine Months Ended September 30,						Change							Nine Months Ended September 30,						Change
		2018			2017			Dollars			%				2019			2018			Dollars			%
Total Eye Care		$	1,648.4		$	1,788.5		$	(140.1	)		(7.8	)%		$	1,595.4		$	1,648.4		$	(53.0	)		(3.2	)%
Restasis^®			872.0			1,012.0			(140.0	)		(13.8	)%			829.4			872.0			(42.6	)		(4.9	)%
Alphagan^®/Combigan^®			277.7			275.5			2.2			0.8	%			265.5			277.7			(12.2	)		(4.4	)%
Lumigan^®/Ganfort^®			217.8			236.6			(18.8	)		(7.9	)%			187.3			217.8			(30.5	)		(14.0	)%
Eye Drops			154.8			152.2			2.6			1.7	%			169.2			154.8			14.4			9.3	%
Ozurdex^®			81.7			72.0			9.7			13.5	%			93.9			81.7			12.2			14.9	%
Other Eye Care			44.4			40.2			4.2			10.4	%			50.1			44.4			5.7			12.8	%
Total Medical Aesthetics			2,036.3			1,736.3			300.0			17.3	%			2,029.8			2,036.3			(6.5	)		(0.3	)%
Facial Aesthetics			1,063.6			982.8			80.8			8.2	%			1,161.7			1,063.6			98.1			9.2	%
Botox^® Cosmetics			649.2			583.8			65.4			11.2	%			719.5			649.2			70.3			10.8	%
Juvederm^® Collection			389.8			361.6			28.2			7.8	%			421.1			389.8			31.3			8.0	%
Kybella^®			24.6			37.4			(12.8	)		(34.2	)%			21.1			24.6			(3.5	)		(14.2	)%
Plastic Surgery			194.8			173.6			21.2			12.2	%			187.3			194.8			(7.5	)		(3.9	)%
Breast Implants			194.8			173.6			21.2			12.2	%			187.3			194.8			(7.5	)		(3.9	)%
Regenerative Medicine			399.2			305.0			94.2			30.9	%			372.6			399.2			(26.6	)		(6.7	)%
Alloderm^®			312.4			223.3			89.1			39.9	%			291.2			312.4			(21.2	)		(6.8	)%
Other Regenerative Medicine			86.8			81.7			5.1			6.2	%			81.4			86.8			(5.4	)		(6.2	)%
Body Contouring			280.3			162.3			118.0			72.7	%			194.8			280.3			(85.5	)		(30.5	)%
Coolsculpting^® Consumables			180.8			98.2			82.6			84.1	%			148.9			180.8			(31.9	)		(17.6	)%
Coolsculpting^® Systems & Add On Applicators			99.5			64.1			35.4			55.2	%			45.9			99.5			(53.6	)		(53.9	)%
Skin Care(3)			98.4			112.6			(14.2	)		(12.6	)%			113.4			98.4			15.0			15.2	%
SkinMedica^®			58.8			72.1			(13.3	)		(18.4	)%
Latisse^®			39.6			40.5			(0.9	)		(2.2	)%
Total Medical Dermatology			111.0			204.9			(93.9	)		(45.8	)%			31.0			111.0			(80.0	)		(72.1	)%
Aczone^®			54.5			128.3			(73.8	)		(57.5	)%			6.8			54.5			(47.7	)		(87.5	)%
Tazorac^®			25.1			51.3			(26.2	)		(51.1	)%
Other Medical Dermatology			31.4			25.3			6.1			24.1	%
Other Medical Dermatology⁽⁴⁾																24.2			56.5			(32.3	)		(57.2	)%
Total Neuroscience and Urology			1,268.2			1,138.1			130.1			11.4	%			1,297.7			1,268.2			29.5			2.3	%
Botox^® Therapeutics⁽³⁾			1,205.2			1,058.2			147.0			13.9	%
Botox^® Therapeutics																1,276.2			1,205.2			71.0			5.9	%
Rapaflo^®			63.0			79.9			(16.9	)		(21.2	)%			21.5			63.0			(41.5	)		(65.9	)%
Other Revenues			47.6			54.0			(6.4	)		(11.9	)%			44.9			47.6			(2.7	)		(5.7	)%
Net revenues		$	5,111.5		$	4,921.8		$	189.7			3.9	%		$	4,998.8		$	5,111.5		$	(112.7	)		(2.2	)%
Operating expenses:
Cost of sales⁽¹⁾			425.9			349.4			76.5			21.9	%			422.2			425.9			(3.7	)		(0.9	)%
Selling and marketing			970.2			1,040.7			(70.5	)		(6.8	)%			1,114.3			970.2			144.1			14.9	%
General and administrative			145.6			149.4			(3.8	)		(2.5	)%			142.3			145.6			(3.3	)		(2.3	)%
Segment contribution		$	3,569.8		$	3,382.3		$	187.5			5.5	%		$	3,320.0		$	3,569.8		$	(249.8	)		(7.0	)%
Segment margin			69.8	%		68.7	%					1.1	%			66.4	%		69.8	%					(3.4	)%
Segment gross margin⁽²⁾			91.7	%		92.9	%					(1.2	)%			91.6	%		91.7	%					(0.1	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.	⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.													⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾ Includes Botox^® Hyperhidrosis of $50.4 million which was previously disclosed under Medical Dermatology in the nine months ended September 30, 2017.
⁽³⁾Includes SkinMedica^® and Latisse^®.														⁽³⁾Includes SkinMedica^® and Latisse^®.
⁽⁴⁾ Includes Tazorac^® sales of $25.1 million which were previously disclosed separately in the nine months ended September 30, 2018.														⁽⁴⁾ Includes Tazorac^® sales of $25.1 million which were previously disclosed separately in the nine months ended September 30, 2018.

~~The Zeltiq~~^® ~~Aesthetics, Inc. (“Zeltiq”) acquisition (the “Zeltiq Acquisition”)~~Net Revenues

Three and ~~the~~ ~~LifeCell Corporation (“LifeCell”) acquisition (the “LifeCell Acquisition”) contributed the following to the segment in the nine months ended September 30, 2018 and 2017 ($ in millions):~~

The decrease in net revenues in the three and nine months ended September 30, ~~2018~~2019 was primarily driven by ~~price~~ decreases in Restasis^®, Lumigan^®/Ganfort^®, Body Contouring, Rapaflo^®and ~~volume~~the divestiture of our Medical Dermatology business during the third quarter of 2018, partially offset by growth in Botox^® Cosmetics, Botox^® Therapeutics and Juvederm^® Collection. The declines ~~for~~in Restasis^® and Lumigan^®/Ganfort^®revenues were primarily due to price and volume declines. Body Contouring decreased versus the prior year period primarily due to a ~~decline in Aczone~~lower volume of system sales and procedures. Rapaflo^® revenues declined primarily due to ~~genericization~~a loss of ~~the branded acne market and a generic launch of Aczone 5%, partially offset by increased demand for~~ exclusivity. Botox^® Cosmetics, Botox^® Therapeutics ~~Botox~~^® ~~Cosmetics~~ and Juvederm^® Collection increased versus the prior year period primarily due to demand growth. Within Total Medical Aesthetics, the voluntary worldwide recall of textured breast implants and ~~Alloderm~~^®.

~~The increase in net~~tissue expanders announced on July 24, 2019 lowered revenues by $3.0 million in the nine months ended September 30, ~~2018 was primarily driven by the Zeltiq and LifeCell acquisitions and growth in Botox~~^® ~~Therapeutics and Botox~~^® ~~Cosmetics, partially offset by decreases in Restasis~~^® ~~and Aczone~~^®~~. Botox~~^® ~~Therapeutics and Botox~~^® ~~Cosmetics increased versus the prior year period primarily driven by demand growth. The decline in Restasis~~^® ~~revenues was due to both price declines and volume declines. The decline in Aczone~~^® ~~revenues was due to genericization of the branded acne market, increased discounts to maintain formulary access and a generic launch of Aczone 5%.~~ 2019.

~~Segment gross margin was 91.6% in the three months ended September 30,~~ 2018 ~~compared to 92.4% in the prior year period due to product mix, including a decline in Restasis~~^® ~~sales.~~

The increase in cost of sales in the ~~nine~~three months ended September 30, ~~2018~~2019 was primarily due to the Zeltiq and LifeCell acquisitions. Excluding the Zeltiq and LifeCell acquisitions in both periods, segment gross margin decreased to 94.0% in the nine months ended September 30, 2018 versus 94.9% in the prior year period primarily due to product mix and ~~due in part to a decline in Restasis~~^® ~~sales.~~the impact of the breast implant recall.

The ~~decrease~~increase in selling and marketing expenses in ~~both periods~~the three and nine months ended September 30, 2019 was primarily related to ~~lower headcount in the Eye Care and Medical Dermatology field forces due to the Company’s restructuring initiatives, lower~~increased promotional costs and ~~a decrease~~sales force expansion for Facial Aesthetics products, additional promotional expenses for anticipated launches and an increase in the charge for the non-tax deductible Branded Prescription Drug Fee ~~offset in part by the impact of the Zeltiq Acquisition in the nine months ended September 30, 2018.~~on a year over year basis.

General and administrative expenses increased $2.8 million and decreased $3.3 million in ~~both periods decreased period-over-period due to cost savings initiatives.~~the three and nine months ended September 30, 2019, respectively, period over period.

The following ~~tables present~~table presents top product sales and net contribution for the US General Medicine segment for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

		Three Months Ended September 30,						Change							Three Months Ended September 30,						Change
		2018			2017			Dollars			%				2019			2018			Dollars			%
Total Central Nervous System (CNS)		$	307.2		$	355.2		$	(48.0	)		(13.5	)%		$	400.6		$	307.2		$	93.4			30.4	%
Vraylar^™			138.0			80.2			57.8			72.1	%
Vraylar^®																234.6			138.0			96.6			70.0	%
Viibryd^®/Fetzima^®			88.5			86.5			2.0			2.3	%			105.1			88.5			16.6			18.8	%
Saphris^®			36.4			37.2			(0.8	)		(2.2	)%			34.5			36.4			(1.9	)		(5.2	)%
Namzaric^®			28.0			37.0			(9.0	)		(24.3	)%			22.4			28.0			(5.6	)		(20.0	)%
Namenda XR^®			16.2			114.3			(98.1	)		(85.8	)%
Namenda^® IR			0.1			-			0.1		n.a.
Namenda^®(3)																4.0			16.3			(12.3	)		(75.5	)%
Total Gastrointestinal (GI)			453.3			443.5			9.8			2.2	%			422.7			453.3			(30.6	)		(6.8	)%
Linzess^®			204.8			190.9			13.9			7.3	%			214.7			204.8			9.9			4.8	%
Zenpep^®			62.1			56.8			5.3			9.3	%			74.2			62.1			12.1			19.5	%
Carafate^®/Sulcrate^®			53.4			58.7			(5.3	)		(9.0	)%			55.1			53.4			1.7			3.2	%
Canasa^®/Salofalk^®			46.8			39.0			7.8			20.0	%
Viberzi^®			46.8			40.9			5.9			14.4	%			50.1			46.8			3.3			7.1	%
Asacol^®/Delzicol^®			32.1			49.5			(17.4	)		(35.2	)%			11.9			32.1			(20.2	)		(62.9	)%
Canasa^®/Salofalk^®																5.8			46.8			(41.0	)		(87.6	)%
Other GI			7.3			7.7			(0.4	)		(5.2	)%			10.9			7.3			3.6			49.3	%
Total Women's Health			213.1			265.7			(52.6	)		(19.8	)%			235.9			213.1			22.8			10.7	%
Lo Loestrin^®			141.5			120.0			21.5			17.9	%			161.4			141.5			19.9			14.1	%
Estrace^® Cream			14.8			101.6			(86.8	)		(85.4	)%
Liletta^®			12.7			9.3			3.4			36.6	%			19.9			12.7			7.2			56.7	%
Minastrin^® 24			0.6			3.6			(3.0	)		(83.3	)%
Other Women's Health			43.5			31.2			12.3			39.4	%
Other Women's Health⁽⁴⁾																54.6			58.9			(4.3	)		(7.3	)%
Total Anti-Infectives			74.2			67.2			7.0			10.4	%			99.8			74.2			25.6			34.5	%
Teflaro^®			33.4			29.1			4.3			14.8	%			38.4			33.4			5.0			15.0	%
Avycaz^®			24.7			16.9			7.8			46.2	%			29.6			24.7			4.9			19.8	%
Dalvance^®			9.2			16.1			(6.9	)		(42.9	)%			23.2			9.2			14.0		n.m.
Other Anti-Infectives			6.9			5.1			1.8			35.3	%			8.6			6.9			1.7			24.6	%
Diversified Brands			296.1			318.7			(22.6	)		(7.1	)%			305.6			296.1			9.5			3.2	%
Bystolic^®/ Byvalson^®			151.2			164.2			(13.0	)		(7.9	)%			152.2			151.2			1.0			0.7	%
Armour Thyroid			48.0			38.5			9.5			24.7	%			54.4			48.0			6.4			13.3	%
Savella^®			22.4			24.0			(1.6	)		(6.7	)%			24.0			22.4			1.6			7.1	%
Lexapro^®			15.6			12.9			2.7			20.9	%
PacPharma			2.5			3.0			(0.5	)		(16.7	)%
Other Diversified Brands			56.4			76.1			(19.7	)		(25.9	)%
Other Diversified Brands⁽⁵⁾																75.0			74.5			0.5			0.7	%
Other revenues			37.4			47.1			(9.7	)		(20.6	)%			54.0			37.4			16.6			44.4	%
Net revenues		$	1,381.3		$	1,497.4		$	(116.1	)		(7.8	)%		$	1,518.6		$	1,381.3		$	137.3			9.9	%
Operating expenses:
Cost of sales⁽¹⁾			219.6			225.5			(5.9	)		(2.6	)%			245.2			219.6			25.6			11.7	%
Selling and marketing			233.2			247.7			(14.5	)		(5.9	)%			261.2			233.2			28.0			12.0	%
General and administrative			37.7			47.7			(10.0	)		(21.0	)%			45.0			37.7			7.3			19.4	%
Segment contribution		$	890.8		$	976.5		$	(85.7	)		(8.8	)%		$	967.2		$	890.8		$	76.4			8.6	%
Segment margin			64.5	%		65.2	%					(0.7	)%			63.7	%		64.5	%					(0.8	)%
Segment gross margin⁽²⁾			84.1	%		84.9	%					(0.8	)%			83.9	%		84.1	%					(0.2	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.	⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.													⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾Includes Namenda XR^® and Namenda^® IR.														⁽³⁾Includes Namenda XR^® and Namenda^® IR.
⁽⁴⁾Includes Estrace^® Cream and Minastrin^® 24 sales of $14.8 million and $0.6 million, respectively, which were previously disclosed separately in the three months ended September 30, 2018.														⁽⁴⁾Includes Estrace^® Cream and Minastrin^® 24 sales of $14.8 million and $0.6 million, respectively, which were previously disclosed separately in the three months ended September 30, 2018.
⁽⁵⁾Includes Lexapro^® and PacPharma sales of $15.6 million and $2.5 million, respectively, which were previously disclosed separately in the three months ended September 30, 2018.														⁽⁵⁾Includes Lexapro^® and PacPharma sales of $15.6 million and $2.5 million, respectively, which were previously disclosed separately in the three months ended September 30, 2018.

		Nine Months Ended September 30,						Change							Nine Months Ended September 30,						Change
		2018			2017			Dollars			%				2019			2018			Dollars			%
Total Central Nervous System (CNS)		$	839.9		$	1,010.9		$	(171.0	)		(16.9	)%		$	1,059.3		$	839.9		$	219.4			26.1	%
Vraylar^™			336.6			200.1			136.5			68.2	%
Vraylar^®																574.4			336.6			237.8			70.6	%
Viibryd^®/Fetzima^®			246.9			244.2			2.7			1.1	%			297.9			246.9			51.0			20.7	%
Saphris^®			102.9			117.5			(14.6	)		(12.4	)%			99.0			102.9			(3.9	)		(3.8	)%
Namzaric^®			93.2			94.0			(0.8	)		(0.9	)%			68.4			93.2			(24.8	)		(26.6	)%
Namenda XR^®			60.1			355.0			(294.9	)		(83.1	)%
Namenda^® IR			0.2			0.1			0.1			100.0	%
Namenda^®(3)																19.6			60.3			(40.7	)		(67.5	)%
Total Gastrointestinal (GI)			1,273.9			1,241.8			32.1			2.6	%			1,200.1			1,273.9			(73.8	)		(5.8	)%
Linzess^®			555.9			506.3			49.6			9.8	%			572.0			555.9			16.1			2.9	%
Zenpep^®			170.5			153.8			16.7			10.9	%			207.2			170.5			36.7			21.5	%
Carafate^®/Sulcrate^®			163.7			176.6			(12.9	)		(7.3	)%			165.6			163.7			1.9			1.2	%
Canasa^®/Salofalk^®			130.4			115.7			14.7			12.7	%
Viberzi^®			127.6			113.7			13.9			12.2	%			138.1			127.6			10.5			8.2	%
Asacol^®/Delzicol^®			102.9			152.7			(49.8	)		(32.6	)%			68.2			102.9			(34.7	)		(33.7	)%
Canasa^®/Salofalk^®																24.0			130.4			(106.4	)		(81.6	)%
Other GI			22.9			23.0			(0.1	)		(0.4	)%			25.0			22.9			2.1			9.2	%
Total Women's Health			572.9			758.4			(185.5	)		(24.5	)%			662.9			572.9			90.0			15.7	%
Lo Loestrin^®			383.9			332.8			51.1			15.4	%			432.7			383.9			48.8			12.7	%
Liletta^®			36.3			23.1			13.2			57.1	%			56.6			36.3			20.3			55.9	%
Estrace^® Cream			34.3			265.1			(230.8	)		(87.1	)%
Minastrin^® 24			6.6			56.1			(49.5	)		(88.2	)%
Other Women's Health			111.8			81.3			30.5			37.5	%
Other Women's Health⁽⁴⁾																173.6			152.7			20.9			13.7	%
Total Anti-Infectives			225.6			190.7			34.9			18.3	%			272.8			225.6			47.2			20.9	%
Teflaro^®			98.0			92.7			5.3			5.7	%			108.9			98.0			10.9			11.1	%
Avycaz^®			70.0			42.7			27.3			63.9	%			86.0			70.0			16.0			22.9	%
Dalvance^®			38.8			40.9			(2.1	)		(5.1	)%			55.5			38.8			16.7			43.0	%
Other Anti-Infectives			18.8			14.4			4.4			30.6	%			22.4			18.8			3.6			19.1	%
Diversified Brands			855.9			923.2			(67.3	)		(7.3	)%			882.5			855.9			26.6			3.1	%
Bystolic^®/ Byvalson^®			432.1			454.7			(22.6	)		(5.0	)%			431.0			432.1			(1.1	)		(0.3	)%
Armour Thyroid			145.4			117.8			27.6			23.4	%			161.1			145.4			15.7			10.8	%
Savella^®			61.4			74.3			(12.9	)		(17.4	)%			67.0			61.4			5.6			9.1	%
Lexapro^®			44.8			39.4			5.4			13.7	%
PacPharma			10.6			9.7			0.9			9.3	%
Other Diversified Brands			161.6			227.3			(65.7	)		(28.9	)%
Other Diversified Brands⁽⁵⁾																223.4			217.0			6.4			2.9	%
Other revenues			156.8			145.9			10.9			7.5	%			146.6			156.8			(10.2	)		(6.5	)%
Net revenues		$	3,925.0		$	4,270.9		$	(345.9	)		(8.1	)%		$	4,224.2		$	3,925.0		$	299.2			7.6	%
Operating expenses:
Cost of sales⁽¹⁾			604.0			623.2			(19.2	)		(3.1	)%			667.0			604.0			63.0			10.4	%
Selling and marketing			713.5			838.3			(124.8	)		(14.9	)%			721.8			713.5			8.3			1.2	%
General and administrative			111.3			129.7			(18.4	)		(14.2	)%			119.2			111.3			7.9			7.1	%
Segment contribution		$	2,496.2		$	2,679.7		$	(183.5	)		(6.8	)%		$	2,716.2		$	2,496.2		$	220.0			8.8	%
Segment margin			63.6	%		62.7	%					0.9	%			64.3	%		63.6	%					0.7	%
Segment gross margin⁽²⁾			84.6	%		85.4	%					(0.8	)%			84.2	%		84.6	%					(0.4	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.													⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.	⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.													⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾Includes Namenda XR^® and Namenda^® IR.														⁽³⁾Includes Namenda XR^® and Namenda^® IR.
⁽⁴⁾Includes Estrace^® Cream and Minastrin^® 24 sales of $34.3 million and $6.6 million, respectively, which were previously disclosed separately in the nine months ended September 30, 2018.														⁽⁴⁾Includes Estrace^® Cream and Minastrin^® 24 sales of $34.3 million and $6.6 million, respectively, which were previously disclosed separately in the nine months ended September 30, 2018.
⁽⁵⁾Includes Lexapro^® and PacPharma sales of $44.8 million and $10.6 million, respectively, which were previously disclosed separately in the nine months ended September 30, 2018.														⁽⁵⁾Includes Lexapro^® and PacPharma sales of $44.8 million and $10.6 million, respectively, which were previously disclosed separately in the nine months ended September 30, 2018.

In connection with the proposed AbbVie Transaction, the Company is actively seeking to divest Zenpep, with any such divestiture contingent on the closing of the AbbVie Transaction.

The ~~decrease~~increase in net revenues in the three and nine months ended September 30, ~~2018~~2019 was primarily due to ~~a decline~~growth in ~~products that lost exclusivity including Namenda XR~~^®CNS and ~~Estrace~~^® ~~Cream,~~Women’s Health, offset, in part, by ~~growth~~a decline in ~~Vraylar~~^™~~, Lo Loestrin~~^® ~~andLinzess~~^®.GI revenues. CNS revenues ~~declined~~increased primarily due to strong demand growth for Vraylar^®and Viibryd^®, offset, in part, by the decline in Namenda XR^® as a result of loss of ~~exclusivity, offset, in part, by strong demand growth for Vraylar~~^™.exclusivity. Women’s Health ~~revenues declined primarily due to the loss of exclusivity on Estrace~~^® ~~Cream, offset, in part, by growth for Lo Loestrin~~^® ~~driven by higher average selling prices and increased demand. GI~~ revenues increased primarily due to ~~growth~~an increase in demand for ~~Linzess~~Lo Loestrin^® ~~resulting from increased demand, offset, in part,~~. GI was negatively affected by the generic impact on Canasa^®/Salofalk^®and Asacol^®.

~~The decrease in net revenues in the nine months ended September 30, 2018 was primarily due to a decline in products that lost exclusivity including Namenda XR~~^®, ~~Estrace~~^® ~~Cream, Asacol~~^® ~~and Minastrin~~^® ~~24,~~ offset, in part, by ~~growth~~an increase in ~~Vraylar~~^™~~, Lo Loestrin~~^® ~~andLinzess~~^®~~. CNS revenues declined primarily due to the decline in Namenda XR~~^® ~~as a result of loss of exclusivity, offset, in part, by strong~~ demand ~~growth for Vraylar~~^™~~. Women’s Health revenues declined primarily due to the loss of exclusivity on Estrace~~^® ~~Cream and Minastrin~~^® ~~24, offset, in part, by growth for Lo Loestrin~~^® ~~driven by higher average selling prices and increased demand. GI revenues increased primarily due to~~ growth for Linzess^® ~~resulting from increased demand, offset, in part, by the generic impact on Asacol~~and Zenpep^®.

The ~~decrease~~increase in cost of sales in the three ~~months ended September 30, 2018 was primarily due to lower product sales~~ and ~~product mix, including loss of exclusivity on higher margin products. Segment gross margin was 84.1% in the three months ended September 30, 2018 compared to 84.9% in the prior year period.~~

~~The decrease in cost of sales in the~~ nine months ended September 30, ~~2018~~2019 was primarily due to ~~lower product sales and product mix, including loss of exclusivity on higher margin products. Segment gross margin was 84.6%~~an increase in ~~the nine months ended September 30, 2018 compared to 85.4% in the prior year period.~~net revenues.

The ~~decrease~~increase in selling and marketing expenses in the three ~~months ended September 30, 2018 was related to headcount reductions from the Company’s restructuring initiatives~~ and ~~a decrease in the charge for the non-tax deductible Branded Prescription Drug Fee.~~

~~The decrease in selling and marketing expenses in the~~ nine months ended September 30, ~~2018~~2019 was ~~related~~primarily due to ~~headcount reductions from the Company’s restructuring initiatives, lower~~field force investments and increased promotional costs for newly launched and ~~a decrease in the charge for the non-tax deductible Branded Prescription Drug Fee.~~promoted products.

General and administrative expenses increased $7.3 million and $7.9 million in ~~both periods decreased period-over-period due to cost savings initiatives.~~the three and nine months ended September 30, 2019, respectively, period over period.

The following ~~tables present~~table presents top product sales and net contribution for the International segment for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

Three Months Ended September 30,

Change

2018

2017

$
Overall
Change

$
Operational
Change ⁽³⁾

$
Currency
Change

%
Overall
Change

%
Operational
Change⁽³⁾

%
Currency
Change

Total Eye Care

$
289.0

$
317.9

$
(28.9
)

$
(9.6
)

$
(19.3
)

(9.1
)%

(3.0
)%

(6.1
)%
Lumigan^®/Ganfort^®

94.8

91.5

3.3

6.8

(3.5
)

3.6
%

7.4
%

(3.8
)%
Alphagan^®/Combigan^®

40.5

43.4

(2.9
)

0.5

(3.4
)

(6.7
)%

1.2
%

(7.9
)%
Optive^®

27.1

28.4

(1.3
)

0.7

(2.0
)

(4.6
)%

2.5
%

(7.1
)%
Ozurdex^®

25.8

50.2

(24.4
)

(22.4
)

(2.0
)

(48.6
)%

(44.6
)%

(4.0
)%
Restasis^®

13.6

15.5

(1.9
)

(0.8
)

(1.1
)

(12.3
)%

(5.2
)%

(7.1
)%
Other Eye Drops

39.7

42.8

(3.1
)

-

(3.1
)

(7.2
)%

0.0
%

(7.2
)%
Other Eye Care

47.5

46.1

1.4

5.6

(4.2
)

3.0
%

12.1
%

(9.1
)%
Total Medical Aesthetics

369.0

331.1

37.9

61.2

(23.3
)

11.4
%

18.5
%

(7.1
)%
Facial Aesthetics

303.6

259.6

44.0

64.2

(20.2
)

16.9
%

24.7
%

(7.8
)%
Botox^® Cosmetics

163.4

131.5

31.9

42.7

(10.8
)

24.3
%

32.5
%

(8.2
)%
Juvederm^® Collection

138.6

126.5

12.1

21.4

(9.3
)

9.6
%

16.9
%

(7.3
)%
Belkyra^® (Kybella^®)

1.6

1.6

-

0.1

(0.1
)

0.0
%

6.3
%

(6.3
)%
Plastic Surgery

35.9

38.5

(2.6
)

(0.7
)

(1.9
)

(6.8
)%

(1.8
)%

(5.0
)%
Breast Implants

35.6

38.1

(2.5
)

(0.6
)

(1.9
)

(6.6
)%

(1.6
)%

(5.0
)%
Earfold^™

0.3

0.4

(0.1
)

(0.1
)

-

(25.0
)%

(25.0
)%

0.0
%
Regenerative Medicine

3.3

5.1

(1.8
)

(1.7
)

(0.1
)

(35.3
)%

(33.3
)%

(2.0
)%
Alloderm^®

1.0

1.5

(0.5
)

(0.5
)

-

(33.3
)%

(33.3
)%

0.0
%
Other Regenerative
   Medicine

2.3

3.6

(1.3
)

(1.2
)

(0.1
)

(36.1
)%

(33.3
)%

(2.8
)%
Body Contouring

22.5

24.0

(1.5
)

(0.8
)

(0.7
)

(6.3
)%

(3.3
)%

(3.0
)%
Coolsculpting^®
Consumables

14.2

13.8

0.4

0.8

(0.4
)

2.9
%

5.8
%

(2.9
)%
Coolsculpting^® Systems &
   Add On Applicators

8.3

10.2

(1.9
)

(1.6
)

(0.3
)

(18.6
)%

(15.7
)%

(2.9
)%
Skin Care

3.7

3.9

(0.2
)

0.2

(0.4
)

(5.1
)%

5.1
%

(10.2
)%
Botox^® Therapeutics and
   Other

145.1

141.8

3.3

10.3

(7.0
)

2.3
%

7.3
%

(5.0
)%
Botox^® Therapeutics

92.9

84.4

8.5

13.9

(5.4
)

10.1
%

16.5
%

(6.4
)%
Asacol^®/Delzicol^®

10.9

11.9

(1.0
)

(0.9
)

(0.1
)

(8.4
)%

(7.6
)%

(0.8
)%
Constella^®

5.7

5.7

-

0.1

(0.1
)

0.0
%

1.8
%

(1.8
)%
Other Products

35.6

39.8

(4.2
)

(2.8
)

(1.4
)

(10.6
)%

(7.0
)%

(3.6
)%
Other revenues

18.5

17.0

1.5

1.5

-

8.8
%

8.8
%

0.0
%
Net revenues

$
821.6

$
807.8

$
13.8

$
63.4

$
(49.6
)

1.7
%

7.8
%

(6.1
)%
Operating expenses:

Cost of sales⁽¹⁾

130.7

116.3

14.4

21.9

(7.5
)

12.4
%

18.8
%

(6.4
)%
Selling and marketing

206.0

224.8

(18.8
)

(7.6
)

(11.2
)

(8.4
)%

(3.4
)%

(5.0
)%
General and administrative

35.1

28.3

6.8

10.4

(3.6
)

24.0
%

36.7
%

(12.7
)%
Segment contribution

$
449.8

$
438.4

$
11.4

$
38.7

$
(27.3
)

2.6
%

8.8
%

(6.2
)%
Segment margin

54.7
%

54.3
%

0.4
%

Segment gross margin⁽²⁾

84.1
%

85.6
%

(1.5
)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.

⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.

⁽³⁾Defined as overall change excluding foreign exchange impact.

		Nine Months Ended September 30,						Change																			Three Months Ended September 30,						Change
		2018			2017			$ Overall Change			$ Operational Change ⁽³⁾			$ Currency Change			% Overall Change			% Operational Change⁽³⁾			% Currency Change				2019			2018			$ Overall Change			$ Operational Change ⁽³⁾			$ Currency Change				% Overall Change			% Operational Change⁽³⁾			% Currency Change
Total Eye Care		$	986.4		$	939.4		$	47.0		$	33.1		$	13.9			5.0	%		3.5	%		1.5	%		$	312.9		$	289.0		$	23.9		$	36.5		$	(12.6	)			8.3	%		12.6	%		(4.3	)%
Lumigan^®/Ganfort^®			295.7			271.8			23.9			13.0			10.9			8.8	%		4.8	%		4.0	%			89.7			94.8			(5.1	)		(1.3	)		(3.8	)			(5.4	)%		(1.4	)%		(4.0	)%
Ozurdex^®			158.1			152.5			5.6			(1.9	)		7.5			3.7	%		(1.2	)%		4.9	%			63.8			25.8			38.0			41.1			(3.1	)		n.m.			n.m.			n.m.
Eye Drops⁽⁴⁾																												63.8			66.8			(3.0	)		(0.9	)		(2.1	)			(4.5	)%		(1.3	)%		(3.2	)%
Alphagan^®/Combigan^®			129.3			128.4			0.9			2.1			(1.2	)		0.7	%		1.6	%		(0.9	)%			40.4			40.5			(0.1	)		1.2			(1.3	)			(0.2	)%		3.0	%		(3.2	)%
Optive^®			85.6			83.5			2.1			1.9			0.2			2.5	%		2.3	%		0.2	%
Restasis^®			47.9			46.7			1.2			1.9			(0.7	)		2.6	%		4.1	%		(1.5	)%			9.2			13.6			(4.4	)		(4.0	)		(0.4	)			(32.4	)%		(29.4	)%		(3.0	)%
Other Eye Drops			122.4			123.7			(1.3	)		(1.1	)		(0.2	)		(1.1	)%		(0.9	)%		(0.2	)%
Other Eye Care			147.4			132.8			14.6			17.2			(2.6	)		11.0	%		13.0	%		(2.0	)%			46.0			47.5			(1.5	)		0.4			(1.9	)			(3.2	)%		0.8	%		(4.0	)%
Total Medical Aesthetics			1,137.3			977.3			160.0			153.4			6.6			16.4	%		15.7	%		0.7	%			357.9			369.0			(11.1	)		(1.5	)		(9.6	)			(3.0	)%		(0.4	)%		(2.6	)%
Facial Aesthetics			929.5			793.1			136.4			132.8			3.6			17.2	%		16.7	%		0.5	%			310.6			303.6			7.0			18.2			(11.2	)			2.3	%		6.0	%		(3.7	)%
Botox^® Cosmetics			483.4			402.0			81.4			82.3			(0.9	)		20.2	%		20.5	%		(0.3	)%			165.6			163.4			2.2			9.4			(7.2	)			1.3	%		5.8	%		(4.5	)%
Juvederm^® Collection			440.8			386.0			54.8			50.3			4.5			14.2	%		13.0	%		1.2	%			144.7			138.6			6.1			10.1			(4.0	)			4.4	%		7.3	%		(2.9	)%
Belkyra^® (Kybella^®)			5.3			5.1			0.2			0.2			-			3.9	%		3.9	%		0.0	%			0.3			1.6			(1.3	)		(1.3	)		-				(81.3	)%		(81.3	)%		0.0	%
Plastic Surgery			120.7			118.0			2.7			0.9			1.8			2.3	%		0.8	%		1.5	%			6.0			35.9			(29.9	)		(31.8	)		1.9				(83.3	)%		(88.6	)%		5.3	%
Breast Implants			119.6			116.8			2.8			1.0			1.8			2.4	%		0.9	%		1.5	%			5.7			35.6			(29.9	)		(31.8	)		1.9				(84.0	)%		(89.3	)%		5.3	%
Earfold^™			1.1			1.2			(0.1	)		(0.1	)		0.0			(8.3	)%		(8.3	)%		0.0	%
Other Plastic Surgery																												0.3			0.3			-			-			-				0.0	%		0.0	%		0.0	%
Regenerative Medicine			12.9			10.7			2.2			1.7			0.5			20.6	%		15.9	%		4.7	%			4.3			3.3			1.0			1.1			(0.1	)			30.3	%		33.3	%		(3.0	)%
Alloderm^®			5.5			5.0			0.5			0.3			0.2			10.0	%		6.0	%		4.0	%			2.1			1.0			1.1			1.1			-			n.m.			n.m.			n.m.
Other Regenerative Medicine			7.4			5.7			1.7			1.4			0.3			29.8	%		24.6	%		5.2	%			2.2			2.3			(0.1	)		-			(0.1	)			(4.3	)%		0.0	%		(4.3	)%
Body Contouring			62.6			46.7			15.9			16.0			(0.1	)		34.0	%		34.3	%		(0.3	)%			33.0			22.5			10.5			10.7			(0.2	)			46.7	%		47.6	%		(0.9	)%
Coolsculpting^® Consumables			40.8			26.3			14.5			14.4			0.1			55.1	%		54.8	%		0.3	%			21.6			14.2			7.4			7.4			-				52.1	%		52.1	%		0.0	%
Coolsculpting^® Systems & Add On Applicators			21.8			20.4			1.4			1.6			(0.2	)		6.9	%		7.8	%		(0.9	)%			11.4			8.3			3.1			3.3			(0.2	)			37.3	%		39.8	%		(2.5	)%
Skin Care			11.6			8.8			2.8			2.0			0.8			31.8	%		22.7	%		9.1	%			4.0			3.7			0.3			0.3			-		��		8.1	%		8.1	%		0.0	%
Botox^® Therapeutics and Other			461.4			426.8			34.6			24.7			9.9			8.1	%		5.8	%		2.3	%			146.5			145.1			1.4			6.8			(5.4	)			1.0	%		4.7	%		(3.7	)%
Botox^® Therapeutics			293.7			260.6			33.1			28.5			4.6			12.7	%		10.9	%		1.8	%			93.9			92.9			1.0			4.9			(3.9	)			1.1	%		5.3	%		(4.2	)%
Asacol^®/Delzicol^®			35.0			36.8			(1.8	)		(3.4	)		1.6			(4.9	)%		(9.2	)%		4.3	%			7.2			10.9			(3.7	)		(3.5	)		(0.2	)			(33.9	)%		(32.1	)%		(1.8	)%
Constella^®			17.7			16.1			1.6			1.0			0.6			9.9	%		6.2	%		3.7	%			6.7			5.7			1.0			1.2			(0.2	)			17.5	%		21.1	%		(3.6	)%
Other Products			115.0			113.3			1.7			(1.4	)		3.1			1.5	%		(1.2	)%		2.7	%			38.7			35.6			3.1			4.2			(1.1	)			8.7	%		11.8	%		(3.1	)%
Other revenues			49.4			60.1			(10.7	)		(11.2	)		0.5			(17.8	)%		(18.6	)%		0.8	%			17.8			18.5			(0.7	)		(0.6	)		(0.1	)			(3.8	)%		(3.2	)%		(0.6	)%
Net revenues		$	2,634.5		$	2,403.6		$	230.9		$	200.0		$	30.9			9.6	%		8.3	%		1.3	%		$	835.1		$	821.6		$	13.5		$	41.2		$	(27.7	)			1.6	%		5.0	%		(3.4	)%
Operating expenses:
Cost of sales⁽¹⁾			391.0			341.6			49.4			47.8			1.6			14.5	%		14.0	%		0.5	%			144.6			130.7			13.9			17.4			(3.5	)			10.6	%		13.3	%		(2.7	)%
Selling and marketing			697.9			673.2			24.7			11.9			12.8			3.7	%		1.8	%		1.9	%			226.9			206.0			20.9			28.4			(7.5	)			10.1	%		13.8	%		(3.7	)%
General and administrative			100.4			86.5			13.9			15.2			(1.3	)		16.1	%		17.6	%		(1.5	)%			26.0			35.1			(9.1	)		(9.0	)		(0.1	)			(25.9	)%		(25.6	)%		(0.3	)%
Segment contribution		$	1,445.2		$	1,302.3		$	142.9		$	125.1		$	17.8			11.0	%		9.6	%		1.4	%		$	437.6		$	449.8		$	(12.2	)	$	4.4		$	(16.6	)			(2.7	)%		1.0	%		(3.7	)%
Segment margin			54.9	%		54.2	%											0.7	%									52.4	%		54.7	%												(2.3	)%
Segment gross margin⁽²⁾			85.2	%		85.8	%											(0.6	)%									82.7	%		84.1	%												(1.4	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.	⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.																									⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.	⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.																									⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾Defined as overall change excluding foreign exchange impact.	⁽³⁾Defined as overall change excluding foreign exchange impact.																									⁽³⁾Defined as overall change excluding foreign exchange impact.
⁽⁴⁾Includes Optive^® sales of $27.1 million which were previously disclosed separately in the three months ended September 30, 2018.																										⁽⁴⁾Includes Optive^® sales of $27.1 million which were previously disclosed separately in the three months ended September 30, 2018.

	Nine Months Ended September 30,						Change
	2019			2018			$ Overall Change			$ Operational Change ⁽³⁾			$ Currency Change			% Overall Change			% Operational Change⁽³⁾			% Currency Change
Total Eye Care	$	931.7		$	986.4		$	(54.7	)	$	10.7		$	(65.4	)		(5.5	)%		1.1	%		(6.6	)%
Lumigan^®/Ganfort^®		265.2			295.7			(30.5	)		(13.4	)		(17.1	)		(10.3	)%		(4.5	)%		(5.8	)%
Ozurdex^®		207.9			158.1			49.8			64.5			(14.7	)		31.5	%		40.8	%		(9.3	)%
Eye Drops⁽⁴⁾		176.5			208.0			(31.5	)		(19.4	)		(12.1	)		(15.1	)%		(9.3	)%		(5.8	)%
Alphagan^®/Combigan^®		118.9			129.3			(10.4	)		(2.0	)		(8.4	)		(8.0	)%		(1.5	)%		(6.5	)%
Restasis^®		31.5			47.9			(16.4	)		(13.3	)		(3.1	)		(34.2	)%		(27.8	)%		(6.4	)%
Other Eye Care		131.7			147.4			(15.7	)		(5.7	)		(10.0	)		(10.7	)%		(3.9	)%		(6.8	)%
Total Medical Aesthetics		1,067.9			1,137.3			(69.4	)		(0.2	)		(69.2	)		(6.1	)%		0.0	%		(6.1	)%
Facial Aesthetics		966.5			929.5			37.0			102.3			(65.3	)		4.0	%		11.0	%		(7.0	)%
Botox^® Cosmetics		488.8			483.4			5.4			40.3			(34.9	)		1.1	%		8.3	%		(7.2	)%
Juvederm^® Collection		475.2			440.8			34.4			64.6			(30.2	)		7.8	%		14.7	%		(6.9	)%
Belkyra^® (Kybella^®)		2.5			5.3			(2.8	)		(2.6	)		(0.2	)		(52.8	)%		(49.1	)%		(3.7	)%
Plastic Surgery		(13.5	)		120.7			(134.2	)		(133.8	)		(0.4	)	n.m.			n.m.			n.m.
Breast Implants		(14.5	)		119.6			(134.1	)		(133.7	)		(0.4	)	n.m.			n.m.			n.m.
Other Plastic Surgery		1.0			1.1			(0.1	)		(0.1	)		-			(9.1	)%		(9.1	)%		0.0	%
Regenerative Medicine		11.2			12.9			(1.7	)		(1.2	)		(0.5	)		(13.2	)%		(9.3	)%		(3.9	)%
Alloderm^®		5.9			5.5			0.4			0.5			(0.1	)		7.3	%		9.1	%		(1.8	)%
Other Regenerative Medicine		5.3			7.4			(2.1	)		(1.7	)		(0.4	)		(28.4	)%		(23.0	)%		(5.4	)%
Body Contouring		93.3			62.6			30.7			33.4			(2.7	)		49.0	%		53.4	%		(4.4	)%
Coolsculpting^®Consumables		59.7			40.8			18.9			20.3			(1.4	)		46.3	%		49.8	%		(3.5	)%
Coolsculpting^® Systems & Add On Applicators		33.6			21.8			11.8			13.1			(1.3	)		54.1	%		60.1	%		(6.0	)%
Skin Care		10.4			11.6			(1.2	)		(0.9	)		(0.3	)		(10.3	)%		(7.8	)%		(2.5	)%
Botox^® Therapeutics and Other		434.2			461.4			(27.2	)		(1.0	)		(26.2	)		(5.9	)%		(0.2	)%		(5.7	)%
Botox^® Therapeutics		286.6			293.7			(7.1	)		12.6			(19.7	)		(2.4	)%		4.3	%		(6.7	)%
Asacol^®/Delzicol^®		27.2			35.0			(7.8	)		(6.4	)		(1.4	)		(22.3	)%		(18.3	)%		(4.0	)%
Constella^®		17.0			17.7			(0.7	)		0.1			(0.8	)		(4.0	)%		0.6	%		(4.6	)%
Other Products		103.4			115.0			(11.6	)		(7.3	)		(4.3	)		(10.1	)%		(6.3	)%		(3.8	)%
Other revenues		50.5			49.4			1.1			1.6			(0.5	)		2.2	%		3.2	%		(1.0	)%
Net revenues	$	2,484.3		$	2,634.5		$	(150.2	)	$	11.1		$	(161.3	)		(5.7	)%		0.4	%		(6.1	)%
Operating expenses:
Cost of sales⁽¹⁾		399.9			391.0			8.9			30.2			(21.3	)		2.3	%		7.7	%		(5.4	)%
Selling and marketing		718.1			697.9			20.2			64.3			(44.1	)		2.9	%		9.2	%		(6.3	)%
General and administrative		80.1			100.4			(20.3	)		(17.3	)		(3.0	)		(20.2	)%		(17.2	)%		(3.0	)%
Segment contribution	$	1,286.2		$	1,445.2		$	(159.0	)	$	(66.1	)	$	(92.9	)		(11.0	)%		(4.6	)%		(6.4	)%
Segment margin		51.8	%		54.9	%											(3.1	)%
Segment gross margin⁽²⁾		83.9	%		85.2	%											(1.3	)%

⁽¹⁾Excludes amortization and impairment of acquired intangibles including product rights, as well as indirect cost of sales not attributable to segment results.
⁽²⁾Defined as net revenues less segment related cost of sales as a percentage of net revenues.
⁽³⁾Defined as overall change excluding foreign exchange impact.
⁽⁴⁾Includes Optive^® sales of $85.6 million which were previously disclosed separately in the nine months ended September 30, 2018.

The following ~~tables present~~table presents our revenue disaggregated by geography for our International segment ($ in millions):

The increase in net revenues in the three months ended September 30, ~~2018~~2019 was primarily due to ~~the~~ operational growth ~~of total~~in Eye Care, Facial Aesthetics and Body Contouring, offset, in part, ~~by a decrease~~due to declines in ~~Eye Care~~Plastic Surgery and the negative impact of foreign ~~exchange.~~currency exchange of $27.7 million. Within ~~Facial Aesthetics,~~Eye Care, the increase in sales ~~of Botox~~is due to an increase in Ozurdex^® ~~Cosmetics~~due to a replenishment of supply and ~~Juvederm~~^® ~~Collection were driven primarily by~~ demand growth, offset ~~in part,~~ by a loss from foreign currency. ~~Within total Eye Care, Ozurdex~~^®The operational growth in Facial Aesthetics was due to an increase in demand growth. The increase in Body Contouring was due to an increase in demand growth. Plastic Surgery decreased versus the prior year period, ~~due to~~primarily driven by a fourth quarter 2018 suspension of sales and voluntary recall of the ~~impact~~remaining textured breast implants from the market in Europe as well as the voluntary worldwide recall of ~~a product recall which lowered revenues by $31.6 million in the period~~textured breast implants and ~~a loss from foreign currency.~~tissue expanders announced on July 24, 2019.

The ~~increase~~decrease in net revenues in the nine months ended September 30, ~~2018~~2019 was primarily due to the negative impact of foreign currency exchange of $161.3 million as well as declines in Plastic Surgery, offset, in part, by operational growth ~~of total~~in Facial Aesthetics and ~~Eye Care, as well as the Zeltiq and LifeCell acquisitions. Within Facial Aesthetics, the increase in sales of Botox~~^® ~~Cosmetics was driven primarily by demand growth. Juvederm~~^® ~~Collection revenues increased versus the prior year period, primarily resulting from demand growth and a benefit from foreign currency. Within total Eye Care, Ozurdex~~^® ~~increased~~Body Contouring. Plastic Surgery decreased versus the prior year period, primarily driven by a ~~benefit~~fourth quarter 2018 suspension of sales and voluntary recall of the remaining textured breast implants from ~~foreign currency. Operational growth~~the market in Europe as well as the voluntary worldwide recall of ~~Ozurdex~~^®textured breast implants and tissue expanders announced on July 24, 2019 which lowered revenues by $40.5 million in the nine months ended September 30, ~~2018~~2019. The operational growth in Facial Aesthetics and Body Contouring was ~~offset by the third quarter product recall.~~due to an increase in demand growth.

The increase in cost of sales in the three months ended September 30, ~~2018~~2019 was primarily due to higher costs related to the voluntary worldwide recall of textured breast implants and tissue expanders and an increase in net ~~revenues.~~revenues, offset, in part, by a loss from foreign currency and favorable product mix. Segment ~~gross margin was 84.1% in the three months ended September 30, 2018 compared to 85.6% in the prior year period. The 2018~~ gross margin was negatively impacted by the ~~impact~~voluntary worldwide recall of ~~the Ozurdex® product recall write-off of approximately $10.0 million as well as an increase in importation costs in certain markets~~.textured breast implants and tissue expanders.

The increase in cost of sales in the nine months ended September 30, ~~2018~~2019 was primarily due to higher costs related to the ~~increase~~voluntary worldwide recall of textured breast implants and tissue expanders, offset, in part, by a loss from foreign currency and a decrease in net revenues and the Zeltiq and LifeCell acquisitions. Excluding the Zeltiq and LifeCell acquisitions in both periods, segment gross margin was 85.8% in the nine months ended September 30, 2018 compared to 86.2% in the prior year period. The 2018revenues. Segment gross margin was negatively impacted by the ~~impact~~voluntary worldwide recall of ~~the Ozurdex~~^® ~~product recall as well as an increase~~textured breast implants and tissue expanders which resulted in ~~importation costs in certain markets.~~inventory write-offs of $32.8 million.

~~The decrease in selling~~ and ~~marketing expenses in the three months ended September 30, 2018 was related to restructuring activities and the timing of promotional spending.~~

The increase in selling and marketing expenses in the three and nine months ended September 30, ~~2018~~2019 was primarily due to an increase in promotional costs related to the Medical Aesthetics business, offset, in part, toby the ~~Zeltiq Acquisition.~~impact from foreign currency.

General and administrative expenses ~~increased~~decreased $9.1 million and $20.3 million in ~~both periods primarily due to costs associated with~~ the ~~Ozurdex recall.~~three and nine months ended September 30, 2019, respectively, period over period.

Corporate represents the results of corporate initiatives as well as the impact of select revenues and shared costs. The following represents the Corporate amounts for the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

In the three and nine months ended September 30, ~~2018~~2019, AbbVie Transaction-related costs which include legal, consulting and ~~2017,~~personnel costs were $51.9 million and $71.4 million, respectively. Additionally, integration and restructuring charges included costs related to the integration of LifeCell Corporation (“LifeCell’) and ~~Zeltiq.~~Zeltiq^® Aesthetics, Inc. (“Zeltiq”).

In the three months ended September 30, 2018, the Company incurred charges related to the restructuring of its internal infrastructure. In the three months ended September 30, 2017, the Company recorded an estimate for severance and other restructuring costs relating to the global manufacturing operations of $39.7 million as the Company intended to close certain facilities.

In the three and nine months ended September 30, 2018, the Company incurred charges related to the restructuring of its internal infrastructure. The restructuring programs included charges associated with scaling our manufacturing plants as well as the acceleration of share-based compensation charges for severed employees over their shortened vesting periods of $8.2 million. In the nine months ended September 30, 2017, the Company incurred severance and other restructuring costs relating to the commercial organization of $24.7 million primarily due to the Company’s intent to eliminate approximately 400 positions, as well as severance and other restructuring costs relating to the global manufacturing operations of $45.1 million as the Company intended to close select facilities. periods.

Fair value adjustments primarily relate to changes in estimated contingent liabilities ~~which are based on~~for future amounts to be paid based on achievement of sales levels for the respective products.

In the nine months ended September 30, 2019, the expense in cost of sales primarily related to an increase in commercial sales forecasts for Liletta^®.

In the nine months ended September 30, 2018, the income in cost of sales primarily ~~relates~~related to the Company’s True Tear^™ product not achieving a milestone event, as well as a corresponding decrease in commercial forecasts. ~~The income recorded in~~

In the three and nine months ended September 30, ~~2017 primarily related to reduced or delayed revenue forecasts for select products including Rhofade~~^®2019 and ~~Liletta~~^®.

~~In the three months ended September 30, 2018 and 2017,~~ the Company incurred charges related to the purchase accounting impact on share-based compensation related to the Zeltiq ~~Acquisition, the acquisition of~~and Allergan, Inc. ~~(the “Allergan Acquisition”~~(“Legacy Allergan”), and the acquisition of Forest Laboratories, Inc. (the “Forest Acquisition”), which increased cost of sales, selling and marketing and general and administrative expenses. In the three months ended September 30, 2017, the Company incurred purchase accounting effects of $38.4 million in cost of sales related to the fair value inventory step-up from the Zeltiq and LifeCell acquisitions as products were sold to the Company’s third-party customers.

~~In the nine months ended September 30, 2018 and 2017, the Company incurred charges related to the purchase accounting impact on share-based compensation related to the Zeltiq, Allergan, and Forest~~ acquisitions, which increased cost of sales, selling and marketing and general and administrative expenses. ~~A cash share-based compensation~~

The Company recorded a pre-tax charge of ~~$31.5~~$750.0 million ~~associated with the Zeltiq Acquisition was also included~~ in the ~~nine~~three months ended September 30, ~~2017. In the nine months ended September 30, 2017, the Company incurred purchase accounting effects of $126.2 million in cost of sales~~2019 related to a settlement reached by subsidiaries Forest Laboratories, LLC, Forest Laboratories, Inc. and Forest Laboratories Holdings Ltd. with direct purchasers of Namenda, resolving class action litigation in the ~~fair value inventory step-up from~~U.S. District Court for the ~~Zeltiq and LifeCell acquisitions as products were sold to the Company’s third-party customers.~~

Southern District of New York. In the three months ended September 30, ~~2017,~~2019 and 2018, general and administrative costs included legal settlement charges of ~~$32.9 million.~~

$1.1 million, respectively. In the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, general and administrative costs included legal settlement charges of $765.7 million and $40.4 million, ~~and $74.3 million,~~ respectively.

Shared costs primarily include above site and unallocated costs associated with running our global manufacturing facilities and corporate general and administrative expenses.

In the nine months ended September 30, 2019 and 2018, the Company recorded milestone revenue related to an on-going intellectual property agreement of $25.0 million. In the three months ended September 30, 2019 and 2018, the Company incurred transactional foreign exchange losses of $2.7 million and $11.0 million, ~~compared with transactional foreign exchange losses of $24.5 million in the three months ended September 30, 2017.~~respectively. In the nine months ended September 30, 2019 and 2018, the Company incurred transactional foreign exchange losses of $6.2 million and $27.1 million, ~~compared with transactional foreign exchange losses of $94.5 million in the nine months ended September 30, 2017.~~respectively.

R&D expenses consist predominantly of personnel-related costs, active pharmaceutical ingredient costs, contract research, license and milestone fees, ~~and~~ biostudy and ~~facility~~facilities costs associated with product development.

R&D expenses consisted of the following ~~components~~ in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

The ~~decrease~~increase in ongoing operating expenses in the three and nine months ended September 30, ~~2018 versus the prior year period~~2019 is mainly due to ~~decreased~~increased product development spending ~~primarily driven by~~in early stage development ~~campaigns~~programs and for the ~~Eye Care~~Gastrointestinal therapeutic ~~area as well as lower personnel costs~~areas offset, in part, by ~~increased~~lower spending in the Central Nervous System ~~and Gastrointestinal~~ therapeutic areas.

The following represents milestone expenses, asset acquisitions and upfront license payments in the three and nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively ($ in millions):

~~In the three months ended~~Three and Nine Months Ended September 30, 2017, the Company reversed certain charges related to a portion of anticipated internal restructurings which were no longer occurring based on revised portfolio prioritizations and the timing of select R&D projects. Acquisition, integration and restructuring charges in the nine months ended September 30, 2017 included $13.6 million of severance and restructuring costs related to a then-planned internal reduction of approximately 100 R&D employees.2018

In the three and nine months ended September 30, 2018, the adjustment to contingent consideration primarily relates to a R&D asset that was delayed, which lowered the probability of the milestone being achieved. The nine months ended September 30, 2018 also includes the progression of other R&D projects relating to the acquisition of Tobira Therapeutics, Inc. ~~In the nine months ended September 30, 2017, the adjustment to contingent consideration primarily related to the advancement of the Company’s True Tear~~^™ ~~product and products acquired from Tobira Therapeutics, Inc.~~

Amortization in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 was as follows ($ in millions):

Amortization for the three and nine months ended September 30, 2019 decreased as compared to the three and nine months ended September 30, 2018 primarily as a result of a decrease in amortization for Restasis^® due to a reduced book value and remaining life as a result of an anticipated launch of a generic.

~~IPR&D~~other impairments and ~~Asset~~asset sales, ~~and impairments,~~ net consisted of the following ~~components~~ in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

Refer to “NOTE 11 – Goodwill, Product Rights and Other Intangible Assets” for the description of the goodwill impairments and IPR&D impairments ~~and impairments of currently marketed products~~ that the Company recorded in the three and nine months ended September 30, ~~2018~~2019 and ~~2017.~~2018.

~~As of June 30, 2018, the Company determined that certain assets related to Rhofade~~^®were deemed held for sale based on the Company’s intention and ability to dispose of the related assets. As a result, the Company recorded an impairment of $252.0 million during the three months ended June 30, 2018to reflect the anticipated sale value and reclassified the “product rights and other intangibles, net” balance of $130.5 million to “non-current assets held for sale.” On October 15, 2018, the Company entered into ~~a definitive asset purchase agreement with Aclaris Therapeutics, Inc. to sell the worldwide rights to Rhofade~~^®. This transaction, which is subject to customary closing conditions, including certain governmental regulatory clearances, is expected to close in the fourth quarter of 2018. Under the terms of the agreement, the purchase price includes an upfront cash payment of $65.0 million at closing, a potential development milestone payment for an additional dermatology product, and tiered payments based on annual net sales of ~~Rhofade~~^®~~and the potential additional product~~ ~~with a fair value of approximately~~ ~~$65.0 million.~~

Interest income in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 was as follows ($ in millions):

Interest income represents interest earned on cash and cash equivalents and marketable securities held during the respective periods.

Interest expense consisted of the following ~~components~~ in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

Interest expense in the three and nine months ended September 30, ~~2018~~2019 decreased versus the three and nine months ended September 30, ~~2017~~2018 due to scheduled maturities and early debt extinguishment of senior secured notes period-over-period, as well as the impact from debt refinancing in the ~~nine months ended September 30, 2018 versus the~~ prior year.

Other income, ~~/ (expense),~~ net consisted of the following ~~components~~ in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 ($ in millions):

Refer to “NOTE 6 –Other Income / (Expense)” for further details regarding the components of other income, ~~/ (expense),~~ net.

Provision / (benefit) for income taxes in the three and nine months ended September 30, ~~2018~~2019 and ~~2017~~2018 was as follows: ($ in millions):

The Company’s effective tax rate for the three months ended September 30, ~~2018~~2019 was ~~120.5%~~a provision of 2.4% compared to ~~29.3%~~a provision of 120.5% for the three months ended September 30, ~~2017.~~ 2018. The effective tax rate for the three months ended September 30, 2019 was favorably impacted by a net tax benefits of $47.0 million related to changes in the applicable tax rates on certain temporary differences and $73.5 million related to the Namenda settlement. The effective tax rate was unfavorably impacted by a tax charge of $225.0 million to establish a valuation allowance on certain non-U.S. deferred tax assets.

The effective tax rate for the three months ended September 30, 2018 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses tax benefited at rates greater than the Irish statutory rate. This was offset by the additional U.S. tax on the earnings of certain non-U.S. subsidiaries which are considered Global Intangible Low Taxed Income (“GILTI”) and the tax impact of amortization of intangible assets at rates less than the Irish statutory rate. Additionally, the tax expense for the three months ended September 30, 2018 included detriments due to the sale of the medical dermatology business and a change in the applicable tax rate on certain temporary differences.

The effective tax rate for the three months ended September 30, 2017 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses tax benefited at rates greater than the Irish statutory rate. Additionally, the tax benefit for the three months ended September 30, 2017 included tax benefits related2019 as compared to ~~the impairment of certain intangible assets which was partially offset by the impairment of the Company’s investment in Teva Shares.~~

~~The effective tax rate for~~ the three months ended September 30, 2018 was ~~higher compared~~primarily impacted by a tax charge for a valuation allowance partially offset by favorability in earnings subject to ~~the three months ended September 30, 2017 primarily due to the unfavorable~~U.S. tax ~~impacts of U.S. Tax Reform, a detriment related to the sale of the medical dermatology business, a change in the applicable tax rate on certain temporary differences~~ and the absence of certain discrete tax ~~benefits from the impairment of intangible assets~~charges recorded in the ~~period ended September 30, 2017.~~third quarter of 2018.

The effective tax rate for the nine months ended September 30, 2018 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses tax benefited at rates greater than the Irish statutory rate. This was offset by the additional U.S. tax on the earnings of certain non-U.S. subsidiaries which are considered ~~Global Intangible Low Taxed Income (“GILTI”)~~GILTI and the tax impact of amortization of intangible assets at rates less than the Irish statutory rate. Additionally, the tax benefit for the nine months ended September 30, 2018 included tax benefits of $421.9 million related to the restructuring of an acquired business, $231.0 million related to the impairment of certain intangible assets and $79.8 million related to excess tax over book basis in a U.S. subsidiary expected to reverse in the foreseeable future. This was partially offset by tax detriments of $113.2 million due to the sale of the medical dermatology business and $86.5 million related to a change in the applicable tax rate on certain temporary differences.

The effective tax rate for the nine months ended September 30, ~~2017~~2019 was favorably impacted by income earned in jurisdictions with tax rates lower than the Irish statutory rate and U.S. losses, including the impairment of intangible assets, tax benefited at rates greater than the Irish statutory rate. The tax benefits related to the impairment of intangible assets recorded during the nine months ended September 30, 2017 were $1,805.9 million. The effective tax rate was unfavorably impacted by pre-tax charges for the impairment of the Company’s investment in Teva Shares of $3,273.5 million and the tax impact of amortization of intangible assets, both at rates less than the Irish statutory rate. During the nine months ended September 30, 2017, the Company determined that a temporary difference related to excess tax over book basis in a U.S. subsidiary will reverse in the foreseeable future and recorded a corresponding tax benefit of $175.0 million.

~~The effective tax rate for the nine months ended September 30, 2018 was higher~~favorable compared to the nine months ended September 30, ~~2017~~2018 primarily due to the ~~impairment~~goodwill impairments with no associated tax benefits, the tax charge for a valuation allowance and the absence of ~~the Company’s investment~~certain discrete tax benefits recorded in ~~Teva Shares in the prior year for which no tax benefit was recorded.~~2018.

Working capital at September 30, ~~2018~~2019 and December 31, ~~2017~~2018 is summarized as follows ($ in millions):

Cash flows from operations represent net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities increased ~~$146.0 million~~ in the nine months ended September 30, ~~2018~~2019 versus the prior year period ~~due~~as a result of the Company receiving a one-time tax refund during the third quarter of 2019 of $1.6 billion of capital gains taxes previously paid and attributable to ~~an increase~~tax losses recorded in ~~net income adjusted for non-cash activities and favorable period-over-period working capital movements.~~prior periods.

Management expects that available cash balances and the remaining ~~2018~~2019 cash flows from operating activities will provide sufficient resources to fund our operating liquidity needs and expected capital expenditure funding requirements for at least the next twelve months.

Investing cash flows ~~consist primarily~~for the nine months ended September 30, 2019 reflect the net cash for investments of $2,271.3 million and the cash used in acquisitions of businesses ~~and intangible assets (primarily product rights), capital expenditures and purchases~~ of ~~investments and marketable securities partially offset by proceeds from the sale of businesses, investments and marketable securities. Included in~~$80.6 million. Investing cash flows for the nine months ended September 30, 2018 is

reflect the net cash provided by the sale of businesses of $605.0 million and the net sale of investments of $4,139.9 million offset, in part, by payments to settle Teva related matters of $466.0 million.

The nine months ended September 30, 2017 included the net cash provided by the sale of marketable securities of $6,040.6 million, offset, in part, by the cash purchases of LifeCell for $2,874.4 million and Zeltiq of $2,346.7 million, net of cash acquired, and the purchase of intangible assets of $604.3 million.

Financing cash flows consist primarily of borrowings and repayments of debt, repurchases of ordinary shares, dividend payments and proceeds from the exercise of stock options. Cash used in financing activities in the nine months ended September 30, 2019 primarily related to the repayment of indebtedness of $1,044.9 million, the repurchase of ordinary shares of $834.3 million and the payment of dividends of $731.4 million. Cash used in financing activities in the nine months ended September 30, 2018 primarily related to the repayment of indebtedness of $7,115.9 million, the repurchase of ordinary shares of $2,023.5 million, the payment of dividends of $808.1 million and payments to settle ~~Teva-related~~Teva related matters of $234.0 million, which was outstanding greater than one year, offset, in part, by borrowings under the revolving credit facility and other borrowings of $717.2 million and proceeds from the forward sale of Teva ~~Shares~~shares of $465.5 million. Allergan has repurchased and retired an additional $388.0 million face value of senior notes through open market purchases between October 1, 2018 and October 26, 2018 (inclusive). As of October 26, 2018, Allergan has repurchased a total of approximately $2,155.0 million face value of senior notes in the open market in the period of July 1, 2018 through October 26, 2018, of which Allergan anticipates at least $750.0 million will remain retired after giving effect to anticipated refinancing transactions.

Cash used in financing activities in the nine months ended September 30, 2017 primarily related to the repayment of indebtedness of $5,579.2 million, which included debt repurchased under the tender offer completed on May 30, 2017 and the early redemption of certain debt securities, the payment of dividends of $917.0 million and payments relating to contingent consideration and other financing of $515.2 million, offset, in part by the long-term borrowings of $3,025.0 million.

The following table lists certain of our enforceable and legally binding obligations as of September 30, ~~2018.~~2019. Certain amounts included herein are based on management’s estimates and assumptions about these obligations, including their duration, the possibility of renewal of lease agreements, anticipated actions by third parties and other factors. Because these estimates and assumptions are necessarily subjective, the enforceable and legally binding obligation we will actually pay in future periods may vary from those reflected in the table.

~~In addition, such milestone payments will only be payable in the event that the Company achieves contractually defined, success-based milestones, such as:~~

The following is a summary of select contractual commitments as of September 30, ~~2018,~~2019, including amounts accrued as of the balance sheet date to be paid in future periods ($ in millions):

The table above reflects the anticipated timing of R&D and approval related milestones and sales based milestones. Certain agreements also include royalties based on commercial sales which are excluded from the table above. The following are contractual commitments relating to the R&D and approval related milestones and sales based milestones ($ in millions):

Such milestone payments will only be payable in the event that the Company achieves contractually defined, success-based milestones, such as:

We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, net revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

From time to time, we use our website, our Facebook, Instagram, LinkedIn and Twitter accounts and other social media channels as additional means of disclosing public information to investors, the media and others interested in the Company. Additionally, our Chairman, President and Chief Executive Officer, Brent L. Saunders, and our Executive Vice President and Chief Commercial Officer, Bill Meury, may use similar social media channels to disclose public information. It is possible that certain information we post on our website and on social media could be deemed to be material information, and we encourage investors, the media and others interested in the Company to review the business and financial information we post on our website and on the social media channels identified above. The information on our website and those social media channels is not incorporated by reference into this Form 10-Q.

Any statements made in this report that are not statements of historical fact or that refer to estimated or anticipated future events are “forward‑looking statements”, as contemplated in the Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “intend,” “could,” “would,” “should,” “estimate,” “continue,” or “pursue,” or the negative or other variations thereof or comparable terminology, are intended to identify forward‑looking statements. We have based our forward‑looking statements on management’s beliefs and assumptions based on information available to our management at the time these statements are made. Such forward‑looking statements reflect our current perspective of our business, future performance, existing trends and information as of the date of this filing. The statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. We caution the reader that these statements are based on certain assumptions, risks and uncertainties, many of which are beyond our control. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report.

Actual results may differ materially from our current expectations depending upon a number of factors affecting our business. These factors include, among others:

The following discussion provides forward-looking quantitative and qualitative information about our potential exposure to market risk. Market risk represents the potential loss arising from adverse changes in the value of financial instruments. The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows or future earnings. We are exposed to market risk for changes in the market values of our investments (Investment Risk), the impact of interest rate changes (Interest Rate Risk) and the impact of foreign currency exchange changes (Foreign Currency Exchange Risk).

We maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including both government and government agency obligations with ratings of A or better and money market funds. Our investments in marketable securities are governed by our investment policy which seeks to preserve the value of our principal, provide liquidity and maximize return on the Company’s investment against minimal interest rate risk. Consequently, our interest rate and principal risk are minimal on our non-equity investment portfolio. The quantitative and qualitative disclosures about market risk are set forth below.

As of September 30, ~~2018~~2019, our total investments in marketable and equity securities of other companies, including equity method investments, but excluding securities considered cash and cash equivalents, were ~~$91.8~~$3,373.9 million (included in marketable securities and investments and other assets). The fair values of these investments are subject to ~~significant~~ fluctuations due to volatility of the stock market and changes in general economic conditions.

We regularly review the carrying value of our investments and identify and recognize losses for income statement purposes.

Our exposure to interest rate risk relates primarily to our non-equity investment portfolio. Our cash is invested in money market securities.

Our permitted investments in marketable securities ~~includes~~include highly liquid money market securities classified as available-for-sale ~~securities, with no~~securities. No security ~~having~~as of September 30, 2019 has a maturity in excess of one year. These investments include floating rate securities that are exposed to interest rate fluctuations. Because of the short-term nature of these investments, we are subject to minimal interest rate risk and do not believe that an increase in market rates would have a significant negative impact on the ~~realized~~ value of our portfolio.

At September 30, ~~2018,~~2019, borrowings outstanding under the floating rate notes were ~~$1,312.3~~$1,262.9 million. Assuming a one percent increase in the applicable interest rate on the Company’s floating rates notes, annual interest expense would increase by approximately ~~$13.1~~$10.1 million over the next twelve months.

In January 2019, Allergan entered into $500.0 million notional floating to fixed interest rate swaps maturing on March 12, 2020 whereby it fixed the interest rates on $500.0 million floating rate notes due March 12, 2020 to an average interest rate of 3.98%. The swaps are being accounted for using hedge accounting treatment.

The Company has outstanding borrowings under its fixed rate notes. Changes in market interest rates generally affect the fair value of fixed-rate debt, but do not impact earnings or cash flows.

The Company has outstanding borrowings under its Euro Denominated Notes. Changes in foreign exchange rates may impact cash flows for principal and interest.

The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and ~~to reduce~~ its overall cost of borrowing. The Company does not use leveraged swaps and does not leverage any of its fixed income investments that would put principal capital at risk.

Overall, we are a net recipient of currencies other than the U.S. dollar and, as such, benefit from a weaker dollar and are adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may negatively affect our consolidated revenues or operating costs and expenses as expressed in U.S. dollars.

From time to time, we enter into foreign currency forward ~~contracts. Accordingly, we have entered into various~~ contracts which change in value as foreign exchange rates change to allow the Company to economically offset the effect of changes in the value of foreign currency assets and liabilities. We have entered into foreign currency forward contracts in amounts between minimum and maximum existing or anticipated foreign exchange exposures.

~~While the~~The Company ~~does not believe it has significant exposure to foreign exchange, we are~~is subject to ~~transactional items~~transactions which are denominated in currencies other than the functional currency and therefore movements in exchange rates may impact the results of operations. Net foreign currency losses ~~on the results of operations~~reflected in general and administrative expenses were ~~$27.1~~$6.2 million and ~~$94.5~~$27.1 million for the nine months ended September 30, ~~2018~~2019 and ~~2017,~~2018, respectively.

The currency for Argentina was deemed hyperinflationary in the third quarter of 2018 and is now being accounted for using the Company’s functional currency. The impact is immaterial to the Company’s operations.

In November 2018, the Company entered into a 700.0 million Euro forward contract to buy Euros while selling USD. The derivative had a maturity of May 31, 2019. The derivative instrument was marked-to-market to the P&L, offsetting the revaluation (P&L) impact on the Euro 700.0 million variable interest debt which matured on June 1, 2019. For the nine months ended September 30, 2019, the Company recorded a loss of $29.8 million relating to this instrument in general and administrative expenses.

We do not believe that inflation has had a significant impact on our revenues or operations, nor do we have any material commodity price risks.

Allergan plc maintains “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in Allergan plc’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Allergan plc’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.

As required by SEC Rule 13a-15(b), Allergan plc carried out an evaluation, under the supervision and with the participation of Allergan plc’s management, including ~~Allergan’s~~Allergan plc’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of Allergan plc’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation Allergan plc’s Principal Executive Officer and Principal Financial Officer concluded that Allergan plc’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, ~~2018.~~2019.

Warner Chilcott Limited maintains “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Warner Chilcott Limited’s management, including its Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.

As required by SEC Rule 13a-15(b), Warner Chilcott Limited carried out an evaluation, under the supervision and with the participation of Warner Chilcott Limited’s management, including Warner Chilcott Limited’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of Warner Chilcott Limited’s disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation Warner Chilcott Limited’s Principal Executive Officer and Principal Financial Officer concluded that Warner Chilcott Limited’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, ~~2018.~~2019.

Changes in Internal Control Over Financial Reporting of Allergan plc and Warner Chilcott Limited

The Company implemented a new financial reporting consolidation system in the third quarter of 2018. The Company completed testing of this financial reporting system prior to its launch, continues to monitor impacted financial and business processes and believes that an effective control environment has been maintained post-implementation. During the quarter ended September 30, ~~2018,~~2019, there were no ~~other~~ changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Allergan plc and Warner Chilcott Limited’s internal control over financial reporting.

For information regarding legal proceedings, refer to “PART I, ITEM 3. LEGAL PROCEEDINGS,” of our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 and “Legal Matters” in “NOTE 1921 — Commitments and Contingencies” in the accompanying “Notes to the Consolidated Financial Statements” in this Quarterly Report.

The transaction is subject to customary closing conditions, including conditions related to required regulatory approvals, and may not be completed on a timely basis, or at all.

The completion of the transaction is subject to a number of customary conditions and there can be no assurance that the conditions to the closing of the transaction will be satisfied or waived (to the extent permitted by law). The failure to satisfy the required conditions could delay the completion of the transaction for a significant period of time or prevent the completion from occurring at all. These closing conditions include certain antitrust related approvals, including (i) that all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the transaction having expired or having been terminated, and termination or expiration of any agreement between Allergan and AbbVie, on the one hand, and the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, on the other hand, not to consummate the transaction, (ii) all required clearances of any governmental entity having been obtained and remaining in full force and effect and all applicable waiting periods having expired, lapsed or been terminated (as appropriate), in each case in connection with the transaction, under the antitrust laws of the U.S., European Union, China, Brazil, Canada, Israel, Mexico, Japan, South Africa, South Korea, Turkey and the United Kingdom (only in the event of any exit by the United Kingdom from, or suspension or termination of its membership in, the European Union such that a United Kingdom governmental entity has jurisdiction to review the acquisition under antitrust laws) (each a “Required Antitrust Jurisdiction)”, (iii) to the extent (a) the transaction constitutes a concentration within the scope of Article 6(1)(c) of the Council EC Merger Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings in respect of the transaction (the “EC Merger Regulation”) or otherwise is a concentration that is subject to the EC Merger Regulation, the European Commission having decided to allow the closing of the transaction, and (b) that all or part of the transaction is referred by the European Commission to the relevant authority of one or more member countries of the European Economic Area, such relevant authority(ies) (in the case of a partial referral in conjunction with a final decision of the European Commission) having issued a final decision or decisions which satisfies (or together satisfy) the prior clause (a). The governmental agencies from which the parties are seeking certain approvals related to these conditions have broad discretion in administering the governing regulations. As a condition to their approval of the transaction, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company’s business after the closing. Such requirements, limitations, costs or restrictions could delay or prevent the consummation of the transaction or have a material adverse effect on the combined company’s business and results of operations.

In addition, the closing conditions include other legal and regulatory conditions, such as (i) the sanction by the Irish High Court of the transaction and registration of the court order with the Irish Registrar of Companies, (ii) the approval by the New York Stock Exchange of the listing of all of the shares of AbbVie common stock to be issued in connection with the transaction, and (iii) (a) no order, writ, decree, judgment or injunction (whether temporary or permanent) having been issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction, and (b) no law (excluding any antitrust law other than those of a Required Antitrust Jurisdiction) having been enacted, issued, promulgated, enforced or entered and continuing in effect and, in each case of clauses (a) and (b), that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transaction. On September 11, 2019, Allergan received a letter on behalf of a purported shareholder alleging that Allergan violated the federal securities laws by issuing allegedly misleading disclosures in connection with the acquisition (the “Makowsky Demand”). Between September 20 and September 26, 2019, four shareholder class actions and one individual action were filed against Allergan and its board of directors (and in some cases Abbvie and its acquisition subsidiary), generally alleging that Allergan and its board of directors violated the federal securities laws by issuing allegedly misleading disclosures in the proxy statement in connection with the acquisition. The plaintiffs have since voluntarily dismissed their claims in 3 of the actions. The remaining lawsuits, captioned Swei v. Allergan plc, et al., 2-19-cv-18166 (the “Swei Action”), filed in the U.S. District Court for the District of New Jersey; Gross v. Allergan plc, et al., 1:19-cv-08888 (the “Gross Action”, and together with the Swei Action, the “Actions”), filed in the U.S. District Court for the Southern District of New York, seek, among other things, to enjoin the consummation of the transaction. Allergan believes that the claims alleged in the Makowsky Demand and the Actions are without merit. Allergan cannot predict the outcome of, or estimate the possible loss or range of loss from, these matters.

It is possible that additional lawsuits arising out of or relating to the proposed transaction may be filed in the future. There can be no assurances that we will be successful in the outcome of any potential future lawsuits challenging the proposed transaction.

There can be no assurances that we will be successful in the outcome of any potential future lawsuits challenging the proposed transaction. An adverse ruling in any such lawsuit may delay or prevent the proposed transaction from being completed.

The transaction is also subject to other customary closing conditions, including: (i) the transaction agreement not having been terminated in accordance with its terms, (ii) the accuracy of each party’s representations and warranties made in the transaction agreement, subject to specified materiality standards, (iii) the absence of a material adverse effect with respect to each party since June 25, 2019 and (iv) the performance and compliance by each party of all of its obligations and compliance with all of its covenants under the transaction agreement in all material respects. There can be no assurance that the conditions to completion of the transaction will be satisfied or waived or that the transaction will be completed within the expected time frame, or at all.

Failure to consummate the transaction could negatively impact the share price and the future business and financial results of Allergan.

If the transaction is not consummated, the ongoing business of Allergan may be adversely affected and, without realizing any of the potential benefits of having consummated the transaction, Allergan will be subject to a number of risks, including the following:

If the transaction is not consummated, these risks may materialize and may adversely affect Allergan’s business, financial results and share price.

The transaction agreement contains provisions that limit Allergan’s ability to pursue alternatives to the transaction.

Under the transaction agreement, Allergan is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, engage in discussion or negotiations with respect to such proposals or provide information in connection with such proposals. These provisions could discourage a third party that may have ~~been no material~~an interest in acquiring all or a significant part of Allergan from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the transaction consideration.

Because the number of AbbVie shares that our shareholders will be entitled to receive as a result of the transaction will be based on a fixed exchange ratio (except for adjustments in limited circumstances pursuant to the transaction agreement), the value of the AbbVie shares that our shareholders receive could vary based on market price fluctuations of AbbVie shares.

At completion, our shareholders will be entitled to receive (i) $120.30 in cash and (ii) 0.8660 of a newly issued share of AbbVie common stock, in exchange for each Allergan ordinary share held by our shareholders. Because the exchange ratio will not be adjusted to reflect any changes in the ~~Company’s risk~~market value of AbbVie common stock or Allergan ordinary shares, such market price fluctuations may affect the value that our shareholders will be entitled to receive upon completion of the transaction. Share price changes may result from a variety of factors, ~~from those disclosed~~including changes in the ~~Company’s Form 10-K~~business, operations or prospects of AbbVie or Allergan, market assessments of the likelihood that the transaction will be completed, the timing of the transaction, regulatory considerations, general market and economic conditions and other factors.

Our shareholders will have a reduced ownership and voting interest after the transaction and will exercise less influence over management.

AbbVie will issue new shares of AbbVie common stock to our shareholders in the transaction. Immediately following the completion of the transaction, current shareholders are expected to hold approximately 17% of the outstanding shares of AbbVie common stock on a fully diluted basis. Our shareholders currently have the right to vote for their directors and on other matters

affecting Allergan. Following completion of the transaction, the AbbVie common stock that each of our shareholders receives in exchange for its Allergan ordinary shares will represent a percentage ownership of AbbVie that is smaller than our shareholders’ percentage ownership of Allergan before the effective time. As a result of this reduced ownership percentage, our shareholders will have less influence on the management and policies of the combined company than they have as to Allergan prior to the transaction.

While the transaction is pending, Allergan will be subject to business uncertainties related to its relationships with employees, customers and suppliers, which could adversely affect Allergan’s business and operations.

Uncertainty about the effect of the transaction on employees, customers and suppliers may have an adverse effect on Allergan. These uncertainties may impair Allergan’s ability to attract, retain and motivate key personnel until the transaction is consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with Allergan to seek to change or terminate existing business relationships with Allergan. Employee retention may be particularly challenging during the pendency of the transaction because employees may experience uncertainty about their future roles with the combined company. If, despite Allergan’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s business could be harmed and its ability to realize the anticipated benefits of the transaction could be adversely affected.

While the transaction is pending, Allergan will be subject to contractual restrictions, which could adversely affect Allergan’s business and operations.

Under the terms of the transaction agreement, Allergan is also subject to certain restrictions on the conduct of its business prior to completing the transaction, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts or incur capital expenditures to grow its business. Such limitations could negatively affect Allergan’s businesses and operations prior to the completion of the transaction. Furthermore, the process of planning to integrate two businesses and organizations for the ~~year ended December 31, 2017.~~post-transaction period can divert management attention and resources and could ultimately have an adverse effect on Allergan.

Allergan and AbbVie entered into the transaction agreement with the expectation that the transaction will result in various benefits, including, among other things, synergies at the combined company, a comprehensive product portfolio, diversified growth profile and broad geographic reach. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether the businesses of AbbVie and Allergan can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and cash flows.

Allergan and AbbVie may be unable to successfully integrate their operations. Failure to successfully integrate the businesses of Allergan and AbbVie in the expected timeframe may adversely affect the future results of the combined organization, and, consequently, the value of the shares of AbbVie common stock that our shareholders receive as the transaction consideration.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the transaction. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the completion of the transaction. The companies may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

Allergan and AbbVie will continue to incur substantial transaction fees and costs in connection with the transaction.

Allergan and AbbVie have incurred, and expect to continue incur, a number of non-recurring transaction-related costs associated with completing the transaction, combining the operations of the two organizations and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, retention, severance, change in control and other integration-related costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Allergan and AbbVie. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

Following the transaction, the combined company will have a substantial amount of debt, which could adversely affect its business, financial condition or results of operations and prevent it from fulfilling its debt-related obligations.

Following the transaction, the combined company will have a substantial amount of debt. The combined company’s substantial debt could adversely affect it in a number of ways including but not limited to making it more difficult for the combined company to satisfy its obligations with respect to its debt or to its trade or other creditors and requiring a substantial portion of the combined company’s cash flows from operations and the proceeds of any capital markets offerings or loan borrowings for the payment of interest on the combined company’s debt. If the combined company cannot service its indebtedness, it may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances.

No statement in this document is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Allergan. No statement in this document constitutes an asset valuation.

The directors of Allergan accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of Allergan (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Any holder of 1% or more of any class of relevant securities of Allergan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.

Recent Sale of Unregistered Securities; Uses of Proceeds from Registered Securities

During the quarter ended September 30, ~~2018,~~2019, we repurchased ~~7,770~~4,885 of Allergan plc’s Ordinary Shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and directors. On ~~July 26, 2018,~~January 29, 2019, the ~~Company’s~~Company announced that its Board of Directors approved a ~~new~~ $2.0 billion share repurchase program, all of which ~~we repurchased $450.0 million~~remained outstanding as of ~~our Ordinary Shares in the three months ended~~ September 30, ~~2018.~~ 2019.

Pursuant to the requirements 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, on ~~October 31, 2018.~~November 5, 2019.

Commission File Number	Exact name of registrant as specified in its charter, principal office and address and telephone number	State of incorporation or organization	I.R.S. Employer Identification No.
001-36867	Allergan plc Clonshaugh Business and Technology Park Coolock, Dublin, D17 E400, Ireland (862) 261-7000	Ireland	98-1114402

001-36887	Warner Chilcott Limited ~~Canon’s Court~~	Bermuda	98-0496358
	22 Victoria ~~Street~~Place, 5^th Floor
	Hamilton HM 1210
	Bermuda
	(441) 295-2244

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Allergan plc Ordinary Shares, $0.0001 par value	AGN	New York Stock Exchange

Allergan plc		YES ☒		NO ☐
Warner Chilcott Limited		YES ☒		NO ☐

Allergan plc		YES ☒		NO ☐
Warner Chilcott Limited		YES ☒		NO ☐

Allergan plc	Large accelerated filer	☒	Accelerated filer	☐
	Non-accelerated filer	☐	Smaller reporting company	☐
	Emerging growth company	☐

Warner Chilcott Limited	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☐
	Emerging growth company	☐

Allergan plc		YES ☐		NO ☒
Warner Chilcott Limited		YES ☐		NO ☒

		PAGE
PART I. FINANCIAL INFORMATION		3
Item 1.	Consolidated Financial Statements (unaudited)	3
	Consolidated Balance Sheets of Allergan plc as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018	3
	Consolidated Statements of Operations of Allergan plc for the three and nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~ 2018	4
	Consolidated Statements of Comprehensive Income / (Loss) of Allergan plc for the three and nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~ 2018	5
	Consolidated Statements of Cash Flows of Allergan plc for the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~2018	6
	Consolidated Statements of Equity of Allergan plc for the three and nine months ended September 30, 2019 and September 30, 2018	7
	Consolidated Balance Sheets of Warner Chilcott Limited as of September 30, ~~2018~~2019 and December 31, ~~2017~~2018	78
	Consolidated Statements of Operations of Warner Chilcott Limited for the three and nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~ 2018	89
	Consolidated Statements of Comprehensive Income / (Loss) of Warner Chilcott Limited for the three and nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~ 2018	910
	Consolidated Statements of Cash Flows of Warner Chilcott Limited for the nine months ended September 30, ~~2018~~2019 and September 30, ~~2017~~2018	1011
	Consolidated Statements of Equity of Warner Chilcott Limited for the three and nine months ended September 30, 2019 and September 30, 2018	12
	Notes to the Consolidated Financial Statements	1113
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6964
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9187
Item 4.	Controls and Procedures	9388
PART II. OTHER INFORMATION		9490
Item 1.	Legal Proceedings	9490
Item 1A.	Risk Factors	9490
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9493
Item 6.	Exhibits	94
	Signatures	9695

	As of September 30, 2018							As of December 31, 2017
	Allergan plc		Warner Chilcott Limited		Difference			Allergan plc		Warner Chilcott Limited		Difference
Cash and cash equivalents	$	1,187.9	$	1,185.9	$	2.0		$	1,817.2	$	1,816.3	$	0.9
Accounts receivable, net		2,826.9		2,826.7		0.2			2,899.0		2,899.0		-
Prepaid expenses and other current assets		801.5		800.6		0.9			1,123.9		1,123.0		0.9
Deferred tax assets		989.4		989.4		-			319.1		316.0		3.1
Accounts payable and accrued liabilities		4,695.6		4,693.2		2.4			5,541.4		5,515.6		25.8
Income taxes payable		184.7		185.6		(0.9	)		74.9		74.9		-
Other taxes payables		1,580.5		1,575.1		5.4			1,573.9		1,573.5		0.4
Deferred tax liabilities		5,225.3		5,225.4		(0.1	)		6,352.4		6,349.4		3.0
Total equity		70,520.9		77,936.9		(7,416.0	)		73,837.1		81,282.2		(7,445.1	)

	As of September 30, 2019						As of December 31, 2018
	Allergan plc		Warner Chilcott Limited		Difference		Allergan plc		Warner Chilcott Limited		Difference
Cash and cash equivalents	$	1,237.5	$	1,230.3	$	7.2	$	880.4	$	878.6	$	1.8
Prepaid expenses and other current assets		942.3		940.7		1.6		819.1		818.7		0.4
Accounts payable and accrued liabilities		5,692.2		5,690.6		1.6		4,787.2		4,787.4		(0.2	)
Other taxes payable		1,718.4		1,713.4		5.0		1,615.5		1,615.5		-
Total equity		58,498.2		56,200.9		2,297.3		65,131.0		62,940.3		2,190.7

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017									Three Months Ended September 30, 2019									Nine Months Ended September 30, 2019
	Allergan plc			Warner Chilcott Limited			Difference			Allergan plc			Warner Chilcott Limited			Difference			Allergan plc			Warner Chilcott Limited			Difference			Allergan plc			Warner Chilcott Limited			Difference
General and administrative expenses	$	336.9		$	277.2		$	59.7		$	1,112.8		$	1,039.2		$	73.6		$	1,092.7		$	1,037.1		$	55.6		$	1,725.2		$	1,659.6		$	65.6
Operating (loss)		(4,022.3	)		(3,962.6	)		(59.7	)		(5,830.7	)		(5,757.1	)		(73.6	)		(596.6	)		(541.0	)		(55.6	)		(4,168.7	)		(4,103.1	)		(65.6	)
Interest income		11.1			37.9			(26.8	)		53.0			126.5			(73.5	)
(Loss) before income taxes and noncontrolling interest		(5,586.7	)		(5,500.2	)		(86.5	)		(9,976.6	)		(9,829.5	)		(147.1	)		(767.5	)		(711.9	)		(55.6	)		(4,696.7	)		(4,631.1	)		(65.6	)
Net (loss) from continuing operations, net of tax		(3,947.9	)		(3,861.4	)		(86.5	)		(7,224.5	)		(7,077.4	)		(147.1	)
Provision for income taxes																				18.1			18.2			(0.1	)		251.1			251.1			-
Net (loss)		(3,954.0	)		(3,867.5	)		(86.5	)		(7,242.1	)		(7,095.0	)		(147.1	)		(785.6	)		(730.1	)		(55.5	)		(4,947.8	)		(4,882.2	)		(65.6	)
Dividends on preferred shares		69.6			-			69.6			208.8			-			208.8
Net (loss) attributable to ordinary shareholders/members		(4,025.3	)		(3,869.2	)		(156.1	)		(7,455.6	)		(7,099.7	)		(355.9	)		(786.8	)		(731.3	)		(55.5	)		(4,953.8	)		(4,888.2	)		(65.6	)

	ROU Asset		Lease Liability
Real estate	$	304.2	$	370.6
Fleet		100.4		100.4
Other		57.5		77.6
Total operating leases	$	462.1	$	548.6

	Increase / (decrease)
Pronouncement	Accounts receivable, net		Prepaid expenses and other current assets			Accounts payable and accrued expenses			Deferred tax liabilities			Retained earnings		Accumulated other comprehensive income / (loss)
Accounting Standards Update No. 2014-09	$	1.9	$	-		$	(3.6	)	$	-		$	5.5	$	-
Accounting Standards Update No. 2016-01	$	-	$	-		$	-		$	-		$	63.0	$	(63.0	)
Accounting Standards Update No. 2016-16	$	-	$	(44.8	)	$	-		$	(401.0	)	$	356.2	$	-

	Chargebacks			Rebates			Returns and Other Allowances			Cash Discounts			Total
Balance at December 31, 2017	$	77.2		$	1,799.2		$	517.6		$	36.5		$	2,430.5
Provision related to sales in 2018		834.9			3,943.8			1,320.5			237.8			6,337.0
Credits and payments		(851.0	)		(3,887.9	)		(1,269.0	)		(243.1	)		(6,251.0	)
Balance at September 30, 2018	$	61.1		$	1,855.1		$	569.1		$	31.2		$	2,516.5
Contra accounts receivable at September 30, 2018	$	61.1		$	66.1		$	58.6		$	31.2		$	217.0
Accounts payable and accrued expenses at September 30, 2018	$	-		$	1,789.0		$	510.5		$	-		$	2,299.5

Product	Therapeutic Area	Indication	Expected Launch Year	Phase
Cariprazine	Central Nervous System	Bipolar Depression	2019	Approved
Ubrogepant	Central Nervous System	Acute Migraine	2020	Review
Bimatoprost SR	Eye Care	Glaucoma	2020	Review
Abicipar	Eye Care	Age Related Macular Degeneration	2020	Review
Atogepant	Central Nervous System	Prophylaxis Migraine	2021	III
Presbysol	Eye Care	Presbyopia	2021	III
Cenicriviroc	Gastrointestinal	NASH	2022	III
Brimonidine DDS	Eye Care	Geographic Atrophy	2023	II
Relamorelin	Gastrointestinal	Gastroparesis	2024	III
Botox	Medical Aesthetics	Platysma/Masseter	2025/2024	II
Abicipar	Eye Care	Diabetic Macular Edema	2025	II

Purchase Price	$	550.0

Assets sold
Intangible assets	$	205.4
Goodwill		184.0
Other assets		31.0
Net assets sold	$	420.4

Net gain included as a component of Other income / (expense), net	$	129.6

	Final Valuation
Cash and cash equivalents	$	36.7
Accounts receivable		47.0
Inventories		59.3
Property, plant and equipment		12.4
Intangible assets		1,185.0
Goodwill		1,211.6
Other assets		17.1
Accounts payable and accrued expenses		(104.6	)
Deferred revenue		(10.6	)
Deferred taxes, net		(47.2	)
Other liabilities		(1.3	)
Net assets acquired	$	2,405.4

	Three Months Ended September 30, 2018				Nine Months Ended September 30, 2018
Tranche	Face Value Retired		Cash Paid for Retirement		Face Value Retired		Cash Paid for Retirement		Remaining Face Value at September 30, 2018
2.450% due 2019	$	-	$	-	$	8.8	$	8.8	$	491.2
3.000% due 2020		408.6		407.8		449.3		448.4		3,050.6
3.450% due 2022		-		-		59.5		58.6		2,940.5
3.850% due 2024		52.1		52.0		63.3		62.9		1,136.7
3.800% due 2025		787.5		784.4		872.5		867.0		3,127.5
4.550% due 2035		345.0		344.7		460.0		454.8		2,040.0
4.850% due 2044		140.1		139.5		199.1		196.8		1,300.9
4.750% due 2045		33.9		33.7		110.6		107.6		1,089.4
Total	$	1,767.2	$	1,762.1	$	2,223.1	$	2,204.9	$	15,176.8

	2018 Grants	2017 Grants	2019 Grants	2018 Grants
Dividend yield	1.5 - 1.9%	1.2%	1.7 - 1.8%	1.5%
Expected volatility	27.0%	27.0%	26.4%	27.0%
Risk-free interest rate	2.2 - 2.9%	2.0 - 2.3%	1.9%	2.2 - 2.9%
Expected term (years)	7.0	7.0	7.0	7.0

	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)		Aggregate Grant Date Fair Value			Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)		Aggregate Grant Date Fair Value
Restricted shares / units outstanding at December 31, 2017		2.0		$	237.72		1.8	$	484.1
Restricted shares / units outstanding at December 31, 2018												2.5		$	190.27		1.6	$	472.9
Granted		1.4			146.71				201.0			1.5			140.11				210.5
Vested		(0.5	)		241.86				(133.0	)		(0.7	)		209.70				(141.5	)
Forfeited		(0.3	)		205.94				(56.7	)		(0.1	)		176.45				(26.6	)
Restricted shares / units outstanding at September 30, 2018		2.6		191.94			1.8	$	495.4
Restricted shares / units outstanding at September 30, 2019												3.2		$	161.17		1.6	$	515.3

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2017		7.3		$	120.94		5.2	$	312.7
Outstanding, vested and expected to vest at December 31, 2018											6.3		$	122.74		4.4	$	69.0
Granted		0.2			151.27						0.3			140.56
Exercised		(0.9	)		103.25						(0.5	)		91.45
Cancelled		(0.1	)		244.70						(0.1	)		220.61
Outstanding, vested and expected to vest at September, 2018		6.5		$	122.82		4.6	$	436.7
Outstanding, vested and expected to vest at September 30, 2019											6.0		$	125.55		4.0	$	255.5

Cost Basis	Balance as of December 31, 2017		Additions		Impairments			Divested / Held for Sale			Foreign Currency Translation			Balance as of September 30, 2018		Balance as of December 31, 2018		Additions		Impairments			IPR&D to CMP Transfers			Foreign Currency Translation / Other		Balance as of September 30, 2019
Intangibles with definite lives:
Product rights and other intangibles	$	73,892.5	$	25.0	$	-		$	(1,530.0	)	$	(238.4	)	$	72,149.1	$	70,235.1	$	90.9	$	-		$	75.6		$	1,549.8	$	71,951.4
Trade name		690.0		-		-			-			-			690.0		690.0		-		-			-			-		690.0
Total definite lived intangible assets	$	74,582.5	$	25.0	$	-		$	(1,530.0	)	$	(238.4	)	$	72,839.1	$	70,925.1	$	90.9	$	-		$	75.6		$	1,549.8	$	72,641.4
Intangibles with indefinite lives:
IPR&D	$	5,874.1	$	-	$	(798.0	)	$	(28.0	)	$	-		$	5,048.1	$	5,048.1	$	-	$	(436.0	)	$	(75.6	)	$	-	$	4,536.5
Total indefinite lived intangible assets	$	5,874.1	$	-	$	(798.0	)	$	(28.0	)	$	-		$	5,048.1	$	5,048.1	$	-	$	(436.0	)	$	(75.6	)	$	-	$	4,536.5
Total product rights and other intangibles	$	80,456.6	$	25.0	$	(798.0	)	$	(1,558.0	)	$	(238.4	)	$	77,887.2	$	75,973.2	$	90.9	$	(436.0	)	$	-		$	1,549.8	$	77,177.9

Accumulated Amortization	Balance as of December 31, 2017			Amortization			Impairments			Divested / Held for Sale		Foreign Currency Translation		Balance as of September 30, 2018			Balance as of December 31, 2018			Amortization			Impairments			IPR&D to CMP Transfers		Foreign Currency Translation / Other			Balance as of September 30, 2019
Intangibles with definite lives:
Product rights and other intangibles	$	(25,593.6	)	$	(4,924.7	)	$	(258.8	)	$	1,223.9	$	66.6	$	(29,486.6	)	$	(31,985.0	)	$	(4,279.2	)	$	(129.6	)	$	-	$	(904.6	)	$	(37,298.4	)
Trade name		(214.7	)		(58.5	)		-			-		-		(273.2	)		(292.8	)		(59.9	)		-			-		-			(352.7	)
Total definite lived intangible assets	$	(25,808.3	)	$	(4,983.2	)	$	(258.8	)	$	1,223.9	$	66.6	$	(29,759.8	)	$	(32,277.8	)	$	(4,339.1	)	$	(129.6	)	$	-	$	(904.6	)	$	(37,651.1	)
Total product rights and other intangibles	$	(25,808.3	)	$	(4,983.2	)	$	(258.8	)	$	1,223.9	$	66.6	$	(29,759.8	)	$	(32,277.8	)	$	(4,339.1	)	$	(129.6	)	$	-	$	(904.6	)	$	(37,651.1	)
Net Product Rights and Other Intangibles	$	54,648.3												$	48,127.4		$	43,695.4													$	39,526.8

	Amortization Expense		Amortization Expense
2018 remaining	$	1,569.4
2019	$	5,915.0
2019 remaining			$	1,532.1
2020	$	5,624.1	$	5,745.6
2021	$	4,696.9	$	4,680.5
2022	$	4,355.3	$	4,188.9
2023	$	3,943.8	$	3,732.8
2024			$	2,856.0

	Total Payments
2018 remaining	$	-
2019		1,303.5
2020		4,200.6
2021		2,520.3
2022		4,640.5
2023		350.0
2024 and after		10,601.7
Total senior notes gross	$	23,616.6
Capital leases		7.9
Debt issuance costs		(93.0	)
Other short-term borrowings		49.2
Unamortized premium		70.4
Unamortized discount		(67.7	)
Total Indebtedness	$	23,583.4

	September 30, 2019
Current lease liability - operating	$	118.4
Long-term lease liability - operating		437.4
Total lease liability - operating	$	555.8

	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Operating lease expense*	$	40.9		$	113.3
Sublease (income)		(3.5	)		(10.5	)
Net operating lease expense	$	37.4		$	102.8
* Includes short-term and variable lease expenses of $3.8 million and $5.4 million, respectively, for the three and nine months ended September 30, 2019.

	Total Payments
2019	$	62.5
2020		52.5
2021		47.9
2022		43.3
2023		39.0
Thereafter		173.8
Total minimum lease payments	$	419.0

IRS Audits		Taxable Years
Allergan W.C. Holding Inc. f/k/a Actavis W.C. Holding Inc.		2013, 2014, 2015 and 2016
Warner Chilcott Corporation		2010, 2011, 2012 and 2013
Forest Laboratories, Inc.		2010, 2011, 2012, 2013 and 2014
Allergan, Inc.		2009, 2010, 2011, 2012, 2013, 2014 and 3/7/17/2015

	Allergan plc
Shareholders’ equity as of December 31, 2017	$	73,821.1
Net (loss) attributable to shareholders		(796.5	)
Other comprehensive (loss), net of tax		(353.5	)
Share-based compensation		185.2
Ordinary shares issued under employee stock plans		98.2
Implementation of new accounting pronouncements (Refer to Note 3)		361.7
Dividends declared		(784.9	)
Repurchase of ordinary shares under the share repurchase programs		(1,990.0	)
Repurchase of ordinary shares		(33.5	)
Shareholders’ equity as of September 30, 2018	$	70,507.8

	Warner Chilcott Limited
Members' equity as of December 31, 2017	$	81,266.2
Net (loss) attributable to members		(552.4	)
Other comprehensive (loss), net of tax		(353.5	)
Implementation of new accounting pronouncements (Refer to Note 3)		361.7
Dividends to Parents		(2,798.2	)
Members' equity as of September 30, 2018	$	77,923.8

		Fair Value Measurements as of September 30, 2018 Using:									Fair Value Measurements as of September 30, 2019 Using:
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents*		$	896.1	$	896.1	$	-	$	-		$	575.6	$	575.6	$	-	$	-
Short-term investments			22.0		-		22.0		-			3,318.4		-		3,318.4		-
Deferred executive compensation investments			104.7		86.6		18.1		-			88.7		74.8		13.9		-
Contingent income												52.3		-		-		52.3
Investments and other			69.8		69.8		-		-			55.5		37.9		17.6		-
Total assets		$	1,092.6	$	1,052.5	$	40.1	$	-		$	4,090.5	$	688.3	$	3,349.9	$	52.3
Liabilities:
Deferred executive compensation liabilities		$	104.7	$	86.6	$	18.1	$	-		$	88.7	$	74.8	$	13.9	$	-
Contingent consideration obligations			351.0		-		-		351.0			387.8		-		-		387.8
Total liabilities		$	455.7	$	86.6	$	18.1	$	351.0		$	476.5	$	74.8	$	13.9	$	387.8

* Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents.	* Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents.									* Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents.

	Fair Value Measurements as of December 31, 2017 Using:
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents^*	$	1,328.1	$	1,328.1	$	-	$	-
Short-term investments		2,814.4		-		2,814.4		-
Deferred executive compensation investments		112.4	92.9		19.5			-
Investment in Teva ordinary shares		1,817.7		1,817.7		-		-
Investments and other		72.3		72.3		-		-
Total assets	$	6,144.9	$	3,311.0	$	2,833.9	$	-
Liabilities:
Deferred executive compensation liabilities	$	113.8	$	94.3	$	19.5	$	-
Contingent consideration obligations		476.9		-		-		476.9
Total liabilities	$	590.7	$	94.3	$	19.5	$	476.9

* Marketable securities with less than 90 days remaining until maturity at the time of acquisition are classified as cash equivalents.

	Investments in Securities as of September 30, 2018:
Level 1	Carrying amount		Estimated fair value		Cash & cash equivalents		Marketable securities
Money market funds	$	896.1	$	896.1	$	896.1	$	-
Total	$	896.1	$	896.1	$	896.1	$	-

Level 2	Carrying amount		Estimated fair value		Cash & cash equivalents		Marketable securities
Other investments	$	22.0	$	22.0	$	-	$	22.0
Total	$	22.0	$	22.0	$	-	$	22.0

	Investments in Securities as of December 31, 2017:
Level 1	Carrying amount		Unrecognized gain		Unrecognized loss			Estimated fair value		Cash & cash equivalents		Marketable securities
Money market funds	$	1,328.1	$	-	$	-		$	1,328.1	$	1,328.1	$	-
Investment in Teva ordinary shares		1,688.4		129.3		-			1,817.7		-		1,817.7
Total	$	3,016.5	$	129.3	$	-		$	3,145.8	$	1,328.1	$	1,817.7

Level 2	Carrying amount		Unrecognized gain		Unrecognized loss			Estimated fair value		Cash & cash equivalents		Marketable securities
Commercial paper and other	$	1,248.9	$	-	$	(0.7	)	$	1,248.2	$	-	$	1,248.2
Certificates of deposit		1,566.2		-		-			1,566.2		-		1,566.2
Total	$	2,815.1	$	-	$	(0.7	)	$	2,814.4	$	-	$	2,814.4

Business Acquisition	Balance as of December 31, 2017		Fair Value Adjustments and Accretion			Payments and Other			Balance as of September 30, 2018		Balance as of December 31, 2018		Fair Value Adjustments and Accretion		Payments and Other			Balance as of September 30, 2019
Tobira acquisition	$	227.8	$	25.0		$	-		$	252.8	$	255.0	$	6.9	$	-		$	261.9
Medicines 360 acquisition												43.1		41.5		(4.7	)		79.9
ForSight acquisition		46.3		(22.7	)		-			23.6		24.1		0.3		-			24.4
Medicines 360 acquisition		44.4		10.0			(3.5	)		50.9
Forest Acquisition		12.7		2.5			(1.6	)		13.6
Forest acquisition												13.6		0.7		(1.2	)		13.1
AqueSys acquisition		28.5		(23.2	)		-			5.3		5.4		0.1		-			5.5
Oculeve acquisition		90.1		(88.0	)		-			2.1		1.7		-		-			1.7
Allergan Acquisition		18.7		(17.7	)		-			1.0
Metrogel acquisition		7.5		-			(7.5	)		-
Other		0.9		0.9			(0.1	)		1.7		1.7		-		(0.4	)		1.3
Total	$	476.9	$	(113.2	)	$	(12.7	)	$	351.0	$	344.6	$	49.5	$	(6.3	)	$	387.8