Case 7-3 Allergan: Mind the GAP [ Exhibit 1 presents the fourth quarter press release of Allergan. Allergan is a global pharmaceutical company and a leader in a new industry model - Growth Pharma. Allergan's product lines include Botox, Juvederm, Latisse, Namenda, and Restasis. Exhibit 2 presents the reconciliation from GAAP to non-GAAP income that was included with the release. EXHIBIT 1 Allergan Earnings Release Excludes the reclassification of revenues of (\$80.0) million in the twelve months ended December 31,2016 related to the portion of Allergan product revenues sold by our former Anda Distribution Business into discontinued operations. Over the years, Allergan has had many disagreements with the SEC about the presentation of non-GAAP metrics in their financial reports and press releases. Allergan's responses to SEC staff comments has been to emphasize that its performance measures "are useful to both management and investors in assessing current performance and future operations." Moreover, Allergan contended in its response that "analysts for our industry group base their third-party consensus estimates on non-GAAP earnings per share metrics." Review [ Exhibit 1 below and answer the following questions. 1. Do you believe Allergan's financial information in its press release is useful? Why or why not? 2. Do you believe this kind of information should be subject to audit procedures? If so, what procedures should be used? If not, why not? 3. Do you believe the financial and non-financial information provided by Allergan in its press release is veiled attempt at earnings management? Explain. Review Exlibit 2 at the end of the case and answer the following questions. EXHIBIT 2 Allergan PLC Reconciliation Table Non-recurring losses/(gains) $16.2$(9.50)$210.1$8.9 Non-acquisition restructurings, including Global Supply Chain $113.6 $208.4 initiatives Legal settlements $$22.2$17.30$96.5$117.3 Income taxes on items above and other discrete income tax $(4,137.8)$(1,242.20) $(7,508.8) $(2,432.2) adjustments Non-GAAP performance net income attributable to shareholders $1,708.3$1,475.1$5,810.9$5,501.6 Diluted earnings per share Diluted income/(loss) per share from continuing operations $9.97$(0.12) $(11.15) $(2.45) attributable to shareholders - GAAP shareholders Basic weighted average ordinary shares outstanding 331.3 356.8 333.8 384.9 Effect of dilutive securities: Dilutive shares Dilutive weighted average ordinary shares outstanding 22.3 (1) Includes stock-based compensation primarily due to the Zeltiq, Allergan and Forest acquisitions as well as the valuation accounting impact in interest expense net. 4. Does the reconciliation shed light on the usefulness and understandability of the non-GAAP numbers? Explain. 5. Look at each item included in the reconciliation and briefly discuss whether you think each one should or should not be included in a reconciliation from GAAP to non-GAAP. Allergan Reports Solid Finish to 2017 with 12\% Increase in Fourth Quarter GAAP Net Revenues to \$4.3 Billion: - Q4 2017 GAAP Continuing Operations Income Per Share of \$9.97; Q4 Non-GAAP Performance Net Income Per Share of $4.86 - Q4 2017 GAAP Operating Loss from Continuing Operations of \$90.5 Million; Q4 Non-GAAP Adjusted Operating Income from Continuing Operations of $2.17 Billion - Q4 2017 GAAP Revenue Growth Versus Prior Year Quarter Powered by BOTOX, JUVDERM Collection, ALLODERM, CoolSculpting and Launch Products - Full-Year 2017 GAAP Net Revenues of \$15.94 Billion Page 458 - Full-Year 2017 GAAP Continuing Operations Loss Per Share of \$11.99; Full-Year Non-GAAP Performance Net Income Per Share of $16.35 - Company Continues to Advance R\&D Pipeline Beyond Six Star" Programs - Provides Full-Year 2018 Guidance and First Quarter 2018 GAAP Net Revenue and Non- GAAP Performance Net Income Per Share Guidance Dublin, Ireland - February 6, 2018 - Allergan plc (NYSE: AGN) today reported its fourth quarter and full-year 2017 continuing operations performance. Continuing on from the earnings release, the total fourth quarter net revenues were $4.33 billion, a 12.0 percent increase from the prior year quarter, driven by BOTOX Cosmetic, BOTOX Therapeutic, JUVDERM Collection, ALLODERM, CoolSculpting and new products, including VRAYLAR TM, NAMZARIC and VIBERZI. The increase was partially offset by lower revenues from products losing patent exclusivity, and the continuing decline in ACZONE and NAMENDA XR. For the full year 2017, Allergan reported total net revenues of $15.94 billion, a 9.4 percent increase versus the prior year, driven by continued strong growth across key therapeutic areas and key products, and the addition of Regenerative Medicine products and CoolSculpting . "2017 was a pivotal year for Allergan and we delivered solid results. We powered strong revenue growth of our top products and in each of our regions. We acquired, integrated and grew two new businesses and continued to advance our R\&D pipeline. Allergan also continued to execute our capital deployment plan by completing a $15 billion share repurchase program, instituting a dividend and paying down debt in 2017," said Brent Saunders, Chairman and CEO of Allergan. "I believe that Allergan has a strong future and I am especially proud of our Allergan colleagues who continue to be Bold for Life by delivering treatments that make a difference for patients around the world." Fourth Quarter 2017 Performance GAAP operating loss from continuing operations in the fourth quarter 2017 was $90.5 million, including the impact of amortization, in-process research and development (R\&D) impairments and charges associated with the December 2017 restructuring program announced on January 3, 2018. Non-GAAP adjusted operating income from continuing operations in the fourth quarter of 2017 was $2.17 billion, an increase of 16.4 percent versus the prior year quarter. Cash flow from operations for the fourth quarter of 2017 increased to approximately $2.05 billion. Full-Year 2017 Performance GAAP operating loss from continuing operations for the full year 2017 was $5.92 billion, compared with $1.83 billion in 2016 primarily due to impairment charges recognized in the third quarter of 2017 of $3.2 billion related to RESTASIS and $646.0 million related to ACZONE. Non-GAAP adjusted operating income from continuing operations for the full year 2017 was $7.65 billion, an increase of 5.6 percent versus prior year. GAAP Cash flow from operations for the full year of 2017 increased to approximately $5.87 billion, compared to $1.45 billion in 2016 , which was negatively impacted by cash taxes paid in connection with the gain recognized on the businesses sold to Teva Pharmaceuticals Industries, Ltd (Teva). Operating Expenses Total GAAP Selling, General and Administrative (SG\&A) Expense was $1.27 billion for the fourth quarter 2017, compared to $1.28 billion in the prior year quarter. Included within GAAP SG\&A in the fourth quarter and full year 2017 were charges related to the December 2017 restructuring program of $80.0 million. Total non-GAAP SG\&A expense increased to $1.13 billion for the fourth quarter 2017 , compared to $1.07 billion in the prior year period, primarily due to costs associated with the addition of the Regenerative Medicine and CoolSculpting businesses. GAAP R\&D investment for the fourth quarter of 2017 was $408.2 million, compared to $913.3 million in the fourth quarter of 2016. Non-GAAP R\&D investment for the fourth quarter 2017 was $405.7 million, a decrease of 4.7 percent over the prior year quarter, due to reprioritization of R\&D programs and tight expense management. Page 459 Asset Sales \& Impairments, Net and In-Process R\&D Impairments The Company recorded impairment charges of $238.5 million and $456.0 million in the three months ended December 31, 2017 and 2016, respectively. The Company excludes asset sales and impairments, net and in-process research and development impairments from its non-GAAP performance net income attributable to shareholders as well as Adjusted EBITDA and Adjusted Operating Income. Amortization, Other Income (Expense) Net, Tax and Capitalization Amortization expense from continuing operations for the fourth quarter 2017 was $1.92 billion, compared to $1.64 billion in the fourth quarter of 2016. The Company's GAAP continuing operations tax rate benefit in the fourth quarter of 2017 was primarily attributable to discrete income tax benefits recognized as a result of the Tax Cuts and Jobs Act ("TCJA"). The Company's non-GAAP adjusted continuing operations tax rate was 11.4 percent in the fourth quarter 2017. As of December 31, 2017, Allergan had cash and marketable securities of $6.45 billion and outstanding indebtedness of $30.1 billion. Provisional Estimates of the Impact of U.S. Tax Reform Allergan recorded a net provisional benefit of approximately $2.8 billion related to the TCJA. This amount includes a $730 million provisional expense representing the U.S. tax payable on deemed repatriated earnings of non-U.S. subsidiaries offset by a $3.5 billion net reduction of U.S. deferred tax liabilities due to the lower enacted U.S. tax rate and the change in assertion regarding permanently reinvested earnings as a result of the transition to a territorial tax system. These provisional estimates are based on the Company's initial analysis and current interpretation of the legislation. Given the complexity of the TCJA, anticipated guidance from the U.S. Treasury, and the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting Standards Board, these estimates may be adjusted during 2018 . Discontinued Operations and Continuing Operations As a result of the divestiture of the Company's generics business and the divestiture of the Company's Anda Distribution business in 2016, the financial results of those businesses have been reclassified to discontinued operations for all periods presented in our consolidated financial statements up through the date of the divestitures. Included within (loss) from discontinued operations for the three months ended December 31, 2017, was a charge to settle certain Teva related matters, net of tax of $387.4 million. Included in segment revenues in the twelve months ended December 31, 2016, are product sales that were sold by the Anda Distribution business once the Anda Distribution business had sold the product to a third-party customer. These sales are included in segment results and are excluded from total continuing operations revenues through a reduction to Corporate revenues. Cost of sales for these products in discontinued operations is equal to our average third-party cost of sales for third-party branded products distributed by Anda Distribution. Case 7-3 Allergan: Mind the GAP [ Exhibit 1 presents the fourth quarter press release of Allergan. Allergan is a global pharmaceutical company and a leader in a new industry model - Growth Pharma. Allergan's product lines include Botox, Juvederm, Latisse, Namenda, and Restasis. Exhibit 2 presents the reconciliation from GAAP to non-GAAP income that was included with the release. EXHIBIT 1 Allergan Earnings Release Excludes the reclassification of revenues of (\$80.0) million in the twelve months ended December 31,2016 related to the portion of Allergan product revenues sold by our former Anda Distribution Business into discontinued operations. Over the years, Allergan has had many disagreements with the SEC about the presentation of non-GAAP metrics in their financial reports and press releases. Allergan's responses to SEC staff comments has been to emphasize that its performance measures "are useful to both management and investors in assessing current performance and future operations." Moreover, Allergan contended in its response that "analysts for our industry group base their third-party consensus estimates on non-GAAP earnings per share metrics." Review [ Exhibit 1 below and answer the following questions. 1. Do you believe Allergan's financial information in its press release is useful? Why or why not? 2. Do you believe this kind of information should be subject to audit procedures? If so, what procedures should be used? If not, why not? 3. Do you believe the financial and non-financial information provided by Allergan in its press release is veiled attempt at earnings management? Explain. Review Exlibit 2 at the end of the case and answer the following questions. EXHIBIT 2 Allergan PLC Reconciliation Table Non-recurring losses/(gains) $16.2$(9.50)$210.1$8.9 Non-acquisition restructurings, including Global Supply Chain $113.6 $208.4 initiatives Legal settlements $$22.2$17.30$96.5$117.3 Income taxes on items above and other discrete income tax $(4,137.8)$(1,242.20) $(7,508.8) $(2,432.2) adjustments Non-GAAP performance net income attributable to shareholders $1,708.3$1,475.1$5,810.9$5,501.6 Diluted earnings per share Diluted income/(loss) per share from continuing operations $9.97$(0.12) $(11.15) $(2.45) attributable to shareholders - GAAP shareholders Basic weighted average ordinary shares outstanding 331.3 356.8 333.8 384.9 Effect of dilutive securities: Dilutive shares Dilutive weighted average ordinary shares outstanding 22.3 (1) Includes stock-based compensation primarily due to the Zeltiq, Allergan and Forest acquisitions as well as the valuation accounting impact in interest expense net. 4. Does the reconciliation shed light on the usefulness and understandability of the non-GAAP numbers? Explain. 5. Look at each item included in the reconciliation and briefly discuss whether you think each one should or should not be included in a reconciliation from GAAP to non-GAAP. Allergan Reports Solid Finish to 2017 with 12\% Increase in Fourth Quarter GAAP Net Revenues to \$4.3 Billion: - Q4 2017 GAAP Continuing Operations Income Per Share of \$9.97; Q4 Non-GAAP Performance Net Income Per Share of $4.86 - Q4 2017 GAAP Operating Loss from Continuing Operations of \$90.5 Million; Q4 Non-GAAP Adjusted Operating Income from Continuing Operations of $2.17 Billion - Q4 2017 GAAP Revenue Growth Versus Prior Year Quarter Powered by BOTOX, JUVDERM Collection, ALLODERM, CoolSculpting and Launch Products - Full-Year 2017 GAAP Net Revenues of \$15.94 Billion Page 458 - Full-Year 2017 GAAP Continuing Operations Loss Per Share of \$11.99; Full-Year Non-GAAP Performance Net Income Per Share of $16.35 - Company Continues to Advance R\&D Pipeline Beyond Six Star" Programs - Provides Full-Year 2018 Guidance and First Quarter 2018 GAAP Net Revenue and Non- GAAP Performance Net Income Per Share Guidance Dublin, Ireland - February 6, 2018 - Allergan plc (NYSE: AGN) today reported its fourth quarter and full-year 2017 continuing operations performance. Continuing on from the earnings release, the total fourth quarter net revenues were $4.33 billion, a 12.0 percent increase from the prior year quarter, driven by BOTOX Cosmetic, BOTOX Therapeutic, JUVDERM Collection, ALLODERM, CoolSculpting and new products, including VRAYLAR TM, NAMZARIC and VIBERZI. The increase was partially offset by lower revenues from products losing patent exclusivity, and the continuing decline in ACZONE and NAMENDA XR. For the full year 2017, Allergan reported total net revenues of $15.94 billion, a 9.4 percent increase versus the prior year, driven by continued strong growth across key therapeutic areas and key products, and the addition of Regenerative Medicine products and CoolSculpting . "2017 was a pivotal year for Allergan and we delivered solid results. We powered strong revenue growth of our top products and in each of our regions. We acquired, integrated and grew two new businesses and continued to advance our R\&D pipeline. Allergan also continued to execute our capital deployment plan by completing a $15 billion share repurchase program, instituting a dividend and paying down debt in 2017," said Brent Saunders, Chairman and CEO of Allergan. "I believe that Allergan has a strong future and I am especially proud of our Allergan colleagues who continue to be Bold for Life by delivering treatments that make a difference for patients around the world." Fourth Quarter 2017 Performance GAAP operating loss from continuing operations in the fourth quarter 2017 was $90.5 million, including the impact of amortization, in-process research and development (R\&D) impairments and charges associated with the December 2017 restructuring program announced on January 3, 2018. Non-GAAP adjusted operating income from continuing operations in the fourth quarter of 2017 was $2.17 billion, an increase of 16.4 percent versus the prior year quarter. Cash flow from operations for the fourth quarter of 2017 increased to approximately $2.05 billion. Full-Year 2017 Performance GAAP operating loss from continuing operations for the full year 2017 was $5.92 billion, compared with $1.83 billion in 2016 primarily due to impairment charges recognized in the third quarter of 2017 of $3.2 billion related to RESTASIS and $646.0 million related to ACZONE. Non-GAAP adjusted operating income from continuing operations for the full year 2017 was $7.65 billion, an increase of 5.6 percent versus prior year. GAAP Cash flow from operations for the full year of 2017 increased to approximately $5.87 billion, compared to $1.45 billion in 2016 , which was negatively impacted by cash taxes paid in connection with the gain recognized on the businesses sold to Teva Pharmaceuticals Industries, Ltd (Teva). Operating Expenses Total GAAP Selling, General and Administrative (SG\&A) Expense was $1.27 billion for the fourth quarter 2017, compared to $1.28 billion in the prior year quarter. Included within GAAP SG\&A in the fourth quarter and full year 2017 were charges related to the December 2017 restructuring program of $80.0 million. Total non-GAAP SG\&A expense increased to $1.13 billion for the fourth quarter 2017 , compared to $1.07 billion in the prior year period, primarily due to costs associated with the addition of the Regenerative Medicine and CoolSculpting businesses. GAAP R\&D investment for the fourth quarter of 2017 was $408.2 million, compared to $913.3 million in the fourth quarter of 2016. Non-GAAP R\&D investment for the fourth quarter 2017 was $405.7 million, a decrease of 4.7 percent over the prior year quarter, due to reprioritization of R\&D programs and tight expense management. Page 459 Asset Sales \& Impairments, Net and In-Process R\&D Impairments The Company recorded impairment charges of $238.5 million and $456.0 million in the three months ended December 31, 2017 and 2016, respectively. The Company excludes asset sales and impairments, net and in-process research and development impairments from its non-GAAP performance net income attributable to shareholders as well as Adjusted EBITDA and Adjusted Operating Income. Amortization, Other Income (Expense) Net, Tax and Capitalization Amortization expense from continuing operations for the fourth quarter 2017 was $1.92 billion, compared to $1.64 billion in the fourth quarter of 2016. The Company's GAAP continuing operations tax rate benefit in the fourth quarter of 2017 was primarily attributable to discrete income tax benefits recognized as a result of the Tax Cuts and Jobs Act ("TCJA"). The Company's non-GAAP adjusted continuing operations tax rate was 11.4 percent in the fourth quarter 2017. As of December 31, 2017, Allergan had cash and marketable securities of $6.45 billion and outstanding indebtedness of $30.1 billion. Provisional Estimates of the Impact of U.S. Tax Reform Allergan recorded a net provisional benefit of approximately $2.8 billion related to the TCJA. This amount includes a $730 million provisional expense representing the U.S. tax payable on deemed repatriated earnings of non-U.S. subsidiaries offset by a $3.5 billion net reduction of U.S. deferred tax liabilities due to the lower enacted U.S. tax rate and the change in assertion regarding permanently reinvested earnings as a result of the transition to a territorial tax system. These provisional estimates are based on the Company's initial analysis and current interpretation of the legislation. Given the complexity of the TCJA, anticipated guidance from the U.S. Treasury, and the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting Standards Board, these estimates may be adjusted during 2018 . Discontinued Operations and Continuing Operations As a result of the divestiture of the Company's generics business and the divestiture of the Company's Anda Distribution business in 2016, the financial results of those businesses have been reclassified to discontinued operations for all periods presented in our consolidated financial statements up through the date of the divestitures. Included within (loss) from discontinued operations for the three months ended December 31, 2017, was a charge to settle certain Teva related matters, net of tax of $387.4 million. Included in segment revenues in the twelve months ended December 31, 2016, are product sales that were sold by the Anda Distribution business once the Anda Distribution business had sold the product to a third-party customer. These sales are included in segment results and are excluded from total continuing operations revenues through a reduction to Corporate revenues. Cost of sales for these products in discontinued operations is equal to our average third-party cost of sales for third-party branded products distributed by Anda Distribution