agn-10q_20190930.htm

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.

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 November 1, 2019: 328,277,336. There is no 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,
	2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	1,237.5	$	880.4
Marketable securities		3,318.4		1,026.9
Accounts receivable, net		3,012.3		2,868.1
Inventories		1,083.1		846.9
Current assets held for sale		-		34.0
Prepaid expenses and other current assets		942.3		819.1
Total current assets		9,593.6		6,475.4
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	$	94,408.9	$	101,787.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	5,692.2	$	4,787.2
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		9,638.7		5,727.9
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		1,718.4		1,615.5
Deferred tax liabilities		4,519.3		5,501.8
Total liabilities		35,910.7		36,656.6
Commitments and contingencies (Refer to Note 21)
Equity:
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		55,882.4		56,510.0
Retained earnings		1,551.7		7,258.9
Accumulated other comprehensive income		1,041.1		1,345.2
Total shareholders’ equity		58,475.2		65,114.1
Noncontrolling interest		23.0		16.9
Total equity		58,498.2		65,131.0
Total liabilities and equity	$	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

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	Bermuda	98-0496358
	Victoria Place, 5^th Floor
	Hamilton HM 10
	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
Item 1.	Consolidated Financial Statements (unaudited)	3
	Consolidated Balance Sheets of Allergan plc as of September 30, 2019 and December 31, 2018	3
	Consolidated Statements of Operations of Allergan plc for the three and nine months ended September 30, 2019 and September 30, 2018	4
	Consolidated Statements of Comprehensive Income / (Loss) of Allergan plc for the three and nine months ended September 30, 2019 and September 30, 2018	5
	Consolidated Statements of Cash Flows of Allergan plc for the nine months ended September 30, 2019 and September 30, 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, 2019 and December 31, 2018	8
	Consolidated Statements of Operations of Warner Chilcott Limited for the three and nine months ended September 30, 2019 and September 30, 2018	9
	Consolidated Statements of Comprehensive Income / (Loss) of Warner Chilcott Limited for the three and nine months ended September 30, 2019 and September 30, 2018	10
	Consolidated Statements of Cash Flows of Warner Chilcott Limited for the nine months ended September 30, 2019 and September 30, 2018	11
	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	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	64
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	88
PART II. OTHER INFORMATION		90
Item 1.	Legal Proceedings	90
Item 1A.	Risk Factors	90
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	93
Item 6.	Exhibits	94
	Signatures	95