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Warner Chilcott PLC · 6-K · For 5/15/02

Filed On 5/15/02 · SEC File 333-12634 · Accession Number 950123-2-5345

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/15/02  Warner Chilcott PLC               6-K         5/15/02    1:33                                     Bowne of NY City...01/FA

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Galen Holdings Public Limited Company                 33    166K 

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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

 PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY, 2002

 GALEN HOLDINGS PUBLIC LIMITED COMPANY
 (Translation of registrant's name into English)

SEAGOE INDUSTRIAL ESTATE
 CRAIGAVON
BT63 5UA
UNITED KINGDOM
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports 
under cover of Form 20-F or Form 40-F.                                          

Form 20-F [X]     Form 40-F [ ] 

Indicate by check mark whether the registrant by furnishing the information     
contained in this form is also thereby furnishing the information to the        
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 Yes [ ]    No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- .                                           

================================================================================

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EXPLANATORY NOTE

PURPOSE OF FILING                                                               

The purpose of this report on Form 6-K by Galen Holdings Public Limited Company 
("Galen," the "Company", "we", "our" or "us") is to make public the unaudited   
consolidated financial statements, as listed in the accompanying index, of Galen
and its subsidiaries. These unaudited financial statements have been prepared in
accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and 
are presented in U.S. dollars.                                                  

This report contains certain statements that may be deemed to be                
"forward-looking statements" within the meaning of the Private Securities       
Litigation Reform Act of 1995. This Act provides safe harbor protections for    
forward-looking statements in order to encourage companies to provide           
prospective information about their businesses. Statements that are not         
historical facts, including statements about our plans, beliefs, objectives,    
expectations and intentions, are forward-looking statements. These statements   
are based on current plans, estimates and projections, and therefore you should 
not place too much reliance on them. The words "believe," "expect,"             
"anticipate," "intends," "estimate," "forecast," "project" and similar          
expressions are generally intended to identify forward-looking statements.      
Forward-looking statements speak only as of the date they are made, and we      
undertake no obligation to update any of them in light of new information or    
future events. Forward-looking statements involve inherent risks and            
uncertainties. Although we believe the expectations expressed in the            
forward-looking statements are based on reasonable assumptions within the bounds
of our knowledge of our business, including management's examination of         
historical operating trends, data contained in our records and other third party
data, we caution you that a number of important factors could cause actual      
results or outcomes to differ materially from those expressed in any            
forward-looking statement. These factors include those identified in our 2001   
Annual Report on Form 20-F filed with the Securities and Exchange Commission on 
December 28, 2001 (the "U.S. 2001 Annual Report") and in our other filings with 
the Commission.                                                                 

Today we filed a separate Form 6-K with the Securities and Exchange Commission  
that contains a press release announcing the execution of an agreement to       
dispose of our clinical trials services business, and our unaudited consolidated
financial statements as of March 31, 2002 and for the three and six months ended
March 31, 2002 and 2001, prepared in accordance with U.K. generally accepted    
accounting principles ("U.K. GAAP") and presented in U.K. pounds sterling.      

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 GALEN HOLDINGS PUBLIC LIMITED COMPANY

 TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------
I    Financial Information                                                      

A.   Consolidated Financial Statements (unaudited)                    
Consolidated Balance Sheets as of March 31, 2002      
             and September 30, 2001                                      2
Consolidated Statements of Operations for the three   
             and six months ended March 31, 2002 and 2001                3
Consolidated Statements of Comprehensive Income for   
the three and six months ended March 31, 2002   
             and 2001                                                    4
Consolidated Statements of Cash Flows for three and   
             six months ended March 31, 2002 and 2001                    5
          Notes to the Consolidated Financial Statements                  6 - 19

B.   Management's Discussion and Analysis of Financial Condition      
           and Results of Operations                                      20

   C.   Quantitative and Qualitative Disclosures About Market Risk        28

II   Other Information                                                          

   A.   Legal Proceedings                                                 29

   B.   Submission of Matters to a Vote of Security Holders               29

   C.   Exhibits and Reports on Form 6-K or 8-K                           30

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 GALEN HOLDINGS PUBLIC LIMITED COMPANY
   UNAUDITED CONSOLIDATED BALANCE SHEETS
  (IN THOUSANDS OF U.S. DOLLARS)

                                                                [Download Table]

                                                           MARCH 31,   SEPTEMBER 30,
                                                              2002         2001     
                                                          -----------  -------------
                                                                                    
ASSETS                                                                              
   Current Assets:                                                                  
     Cash and cash equivalents                            $  290,215     $  326,076 
     Accounts receivable, net                                 48,645         43,617 
     Inventories                                              26,410         24,274 
     Deferred tax asset                                        9,622         13,600 
     Prepaid expense and other assets                         11,272          7,595 
     Current assets -- discontinued operations                    --          1,488 
                                                          ----------     ---------- 
        Total current assets                                 386,164        416,650 
                                                          ----------     ---------- 
   Property, plant and equipment, net                        111,519        116,325 
   Property, plant and equipment, net --                                            
      discontinued operations                                     --         17,097 
   Intangible assets, net                                    371,717        346,287 
   Goodwill, net                                             258,594        253,680 
                                                          ----------     ---------- 
        Total assets                                      $1,127,994     $1,150,039 
                                                          ==========     ========== 
LIABILITIES                                                                         
   Current Liabilities:                                                             
     Accounts payable                                     $   19,110     $   18,607 
     Accrued and other liabilities                            33,019         35,548 
     Current installments of long-term debt                   11,751         17,695 
     Current installments of obligation under                                       
        capital leases                                           383            538 
     Income taxes                                              7,399          3,113 
     Deferred consideration                                    4,144         10,914 
     Current liabilities -- discontinued operations               --            576 
                                                          ----------     ---------- 
        Total current liabilities                             75,806         86,991 
                                                          ----------     ---------- 
   Other Liabilities:                                                               
     Long-term debt, excluding current installments          257,391        281,107 
     Long-term obligations under capital leases,                                    
        excluding current installments                           425            583 
     Deferred income taxes                                    34,627         34,392 
     Other non-current liabilities                             5,960          7,503 
     Other non-current liabilities -- discontinued                                  
        operations                                                --            923 
                                                          ----------     ---------- 
        Total liabilities                                    374,209        411,499 
                                                          ----------     ---------- 
   Minority interest                                              --            357 

SHAREHOLDERS' EQUITY                                                                
   Ordinary shares, par value (pound)0.10 per share;                                
      250,000,000 (September 30, 2001; 250,000,000)                                 
      shares authorized, 189,832,755 shares issued                                  
      and outstanding at March 31, 2002, and 189,311,298                            
      issued and outstanding at September 30, 2001            29,976         29,902 
   Additional paid-in capital                                677,153        673,144 
   Retained earnings                                          79,306         53,982 
   Treasury stock                                            (11,444)       (11,444)
   Accumulated other comprehensive loss                      (21,206)        (7,401)
                                                          ----------     ---------- 
        Total shareholders' equity                           753,785        738,183 
                                                          ----------     ---------- 
        Total liabilities and shareholders' equity        $1,127,994     $1,150,039 
                                                          ==========     ========== 

  See accompanying notes to unaudited consolidated financial statements.

2 

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GALEN HOLDINGS PUBLIC LIMITED COMPANY 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                             THREE MONTHS ENDED MARCH 31,     SIX MONTHS ENDED MARCH 31,      
                                                             ----------------------------    ----------------------------     
                                                                 2002            2001            2002            2001         
                                                             ------------    ------------    ------------    ------------     
                                                                                                                              
REVENUES                                                                                                                      
   Product revenue                                           $     56,664    $     45,052    $    111,554    $     86,009     
   Service revenue                                                 19,712          17,396          40,341          35,280     
                                                             ------------    ------------    ------------    ------------     
      Total revenues                                               76,376          62,448         151,895         121,289     
                                                             ------------    ------------    ------------    ------------     
OPERATING  EXPENSES                                                                                                           
   Cost of sales (excluding depreciation shown below)              22,022          19,608          45,199          39,963     
   Selling, general and administrative                             23,643          23,618          45,724          40,868     
   Research and development                                         4,732           2,605           9,206           5,222     
   Depreciation                                                     2,567           1,952           4,669           3,751     
   Amortization                                                     4,387           6,884           8,827          13,169     
                                                             ------------    ------------    ------------    ------------     
      Total operating expenses                                     57,351          54,667         113,625         102,973     
                                                             ------------    ------------    ------------    ------------     
OPERATING INCOME                                                   19,025           7,781          38,270          18,316     
                                                             ------------    ------------    ------------    ------------     
OTHER INCOME (EXPENSE)                                                                                                        
   Interest income                                                  2,086           1,112           4,600           2,839     
   Interest expense                                                (5,071)         (6,424)        (10,918)        (13,995)    
                                                             ------------    ------------    ------------    ------------     
      Total other income (expense)                                 (2,985)         (5,312)         (6,318)        (11,156)    
                                                             ------------    ------------    ------------    ------------     
INCOME BEFORE TAXES & MINORITY INTEREST                            16,040           2,469          31,952           7,160     
                                                             ------------    ------------    ------------    ------------     
Provision for income taxes                                          2,909           2,271           9,078           4,743     
Minority interest in earnings of subsidiaries                          --              52              47             109     
                                                             ------------    ------------    ------------    ------------     
   INCOME FROM CONTINUING OPERATIONS                                                                                          
      BEFORE EXTRAORDINARY LOSS                                    13,131             146          22,827           2,308     
                                                             ------------    ------------    ------------    ------------     
DISCONTINUED OPERATIONS                                                                                                       
   Income/(loss) from discontinued operations,                                                                                
      net of tax benefit of $140                             $         --              52            (304)            223     
   Gain on disposal of discontinued operations,                                                                               
      net of tax charge of $2,163                                      --              --           8,690              --     
                                                             ------------    ------------    ------------    ------------     
NET INCOME BEFORE EXTRAORDINARY LOSS                               13,131             198          31,213           2,531     
   Extraordinary loss on early retirement of debt,                                                                            
      net of tax benefit of $950                                       --              --          (1,426)             --     
                                                             ------------    ------------    ------------    ------------     
NET INCOME                                                   $     13,131    $        198    $     29,787    $      2,531     
                                                             ============    ============    ============    ============     
BASIC AND DILUTED NET INCOME PER ORDINARY SHARE                                                                               
   - continuing operations before extraordinary loss         $       0.07    $         --    $       0.12    $       0.02     
   - income and gain on disposal of discontinued operations            --              --            0.05              --     
   - extraordinary loss on debt retirement                             --              --           (0.01)             --     
                                                             ------------    ------------    ------------    ------------     
      Basic and diluted net income per ordinary share        $       0.07    $         --    $       0.16    $       0.02     
                                                             ============    ============    ============    ============     
BASIC AND DILUTED NET INCOME PER ADS EQUIVALENT                                                                               
   - continuing operations before extraordinary loss         $       0.28    $         --    $       0.49    $       0.06     
   - loss from discontinued operations                                      --              --           (0.01)             --
   - gain on disposal of discontinued operations                       --              --            0.19              --     
   - extraordinary loss on debt retirement                             --              --           (0.03)             --     
                                                             ------------    ------------    ------------    ------------     
      Basic and diluted net income per ADS equivalent        $       0.28    $         --    $       0.64    $       0.06     
                                                             ============    ============    ============    ============     
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING                                                                                  
   Basic                                                      184,901,919     156,987,118     184,844,558     156,895,052     
                                                             ============    ============    ============    ============     
   Diluted                                                    186,195,464     159,961,194     186,320,589     160,484,918     
                                                             ============    ============    ============    ============     
WEIGHTED AVERAGE ADS EQUIVALENTS OUTSTANDING                                                                                  
   Basic                                                       46,225,480      39,246,780      46,211,140      39,223,763     
                                                             ============    ============    ============    ============     
   Diluted                                                     46,548,866      39,990,298      46,580,147      40,121,230     
                                                             ============    ============    ============    ============     

See accompanying notes to unaudited consolidated financial statements.

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 GALEN HOLDINGS PUBLIC LIMITED COMPANY
 UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS OF U.S. DOLLARS)

                                                        [Enlarge/Download Table]

                                                THREE MONTHS ENDED      SIX MONTHS ENDED   
                                                    MARCH 31,              MARCH 31,       
                                               --------------------   -------------------- 
                                                 2002        2001       2002        2001   
                                               --------    --------   --------    -------- 
                                                                                           
NET INCOME                                     $ 13,131    $    198   $ 29,787    $  2,531 
                                               --------    --------   --------    -------- 
   Other comprehensive income:                                                             
      Foreign currency translation adjustment    (4,196)    (15,473)   (13,805)     (8,571)
                                               --------    --------   --------    -------- 
        Other comprehensive income (loss)        (4,196)    (15,473)   (13,805)     (8,571)
                                               --------    --------   --------    -------- 
 COMPREHENSIVE INCOME (LOSS)                   $  8,935    $(15,275)  $ 15,982    $ (6,040)
                                               ========    ========   ========    ======== 

See accompanying notes to unaudited consolidated financial statements.

4 

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 GALEN HOLDINGS PUBLIC LIMITED COMPANY
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)

                                                                [Download Table]

                                                               SIX MONTHS ENDED   
                                                                   MARCH 31,      
                                                             -------------------- 
                                                               2002        2001   
                                                             --------    -------- 
                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:                                             
   Net income                                                $ 29,787    $  2,531 
   Adjustments to reconcile net income to net cash                                
      provided by operating activities                                            
         Depreciation                                           4,963       4,173 
         Amortization of intangibles                            8,827      13,169 
         Gain on sale of businesses                           (10,853)         -- 
         Loss on sale of assets                                    --          20 
         Amortization of government grants                       (992)     (1,486)
         Stock compensation expense                                --       4,469 
         Minority interest                                         47         109 
         Changes in assets and liabilities:                                       
            (Increase)/decrease in accounts receivable,                           
               prepaid expense and other assets                (9,394)      5,397 
            (Increase)/decrease in inventories                 (2,160)      1,148 
            Increase/(decrease) in accounts payable,                              
               accrued liabilities and other liabilities        3,290      (7,393)
         Income taxes                                           2,636       5,760 
         Foreign exchange gain                                  3,270         685 
                                                             --------    -------- 
            Net cash provided by operating activities          29,421      28,582 
                                                             --------    -------- 
CASH FLOWS FROM INVESTING ACTIVITIES:                                             
   Purchase of fixed assets                                   (10,526)    (10,599)
   Purchase of intangible assets                              (42,037)         -- 
   Proceeds from sale of intangible assets                         --         309 
   Proceeds from sale of business                              35,758          -- 
   Deferred consideration and acquisition costs                (8,772)    (25,614)
                                                             --------    -------- 
      Net cash used in investing activities                   (25,577)    (35,904)
                                                             --------    -------- 
CASH FLOWS FROM FINANCING ACTIVITIES:                                             
   Long-term debt repaid, net                                  (8,782)    (31,603)
   Loan notes repaid                                          (20,000)         -- 
   Payments under capital leases                                 (313)       (311)
   Proceeds from share capital issue, net of expenses             101       6,907 
   Cash dividends paid                                         (4,465)     (3,163)
                                                             --------    -------- 
      Net cash used in financing activities                   (33,459)    (28,170)
                                                             --------    -------- 
Net decrease in cash and cash equivalents                     (29,615)    (35,492)
   Cash and cash equivalents, beginning of period             326,076     113,671 
   Foreign exchange adjustment on cash and cash equivalents    (6,246)     (1,145)
                                                             --------    -------- 
   Cash and cash equivalents, end of period                  $290,215    $ 77,034 
                                                             ========    ======== 

See accompanying notes to unaudited consolidated financial statements.

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

1.   BASIS OF PRESENTATION                                                      

The unaudited consolidated financial statements included herein have been       
prepared in accordance with U.S. generally accepted accounting principles, and  
pursuant to the rules and regulations of the Securities and Exchange Commission 
for interim reporting. Certain information and footnote disclosures normally    
included in complete financial statements prepared in accordance with U.S.      
generally accepted accounting principles have been condensed or omitted. In the 
opinion of management, the financial statements reflect all adjustments         
necessary for a fair statement of the operations for the interim periods        
presented. Interim results are not necessarily indicative of results to be      
expected in future periods or for the full year. The statements should be read  
in conjunction with the accounting policies and notes to the consolidated       
financial statements included in the Galen Holdings Public Limited Company 2001 
Annual Report on Form 20-F filed with the Securities and Exchange Commission.   

The consolidated financial statements include the financial statements of Galen 
Holdings Public Limited Company ("Galen" or the "Company") and all of its       
majority owned subsidiaries. Galen does not presently hold investments in any   
entities that are not majority owned, nor does it have any majority owned       
subsidiary in which it does not have a controlling financial interest. All      
intercompany transactions and account balances have been eliminated on          
consolidation. During 2001 and 2000 the Company completed several acquisitions, 
which were accounted for under the purchase method of accounting. The           
consolidated financial statements include the results of operations from each of
these business combinations as of the date of acquisition. Additional disclosure
related to the Company's acquisitions is provided in Note 6.                    

2.   ADOPTION OF NEW ACCOUNTING STANDARDS                                       

Effective October 1, 2001 the Company adopted the provisions of Statement of    
Financial Accounting Standards No. 141, Business Combinations ("SFAS 141"), and 
Statement of Financial Accounting Standards No. 142, Goodwill and Other         
Intangible Assets ("SFAS 142"). SFAS 141 eliminates the pooling-of-interest     
method of accounting for business combinations initiated after July 1, 2001, and
changes the criteria for recognizing intangible assets apart from goodwill. SFAS
141 also requires that any business combination initiated after June 30, 2001 be
accounted for by the purchase method. SFAS 142 provides that goodwill no longer 
be amortized and the value of identifiable intangible assets be amortized over  
their useful life, unless the asset is determined to have an indefinite useful  
life. The Company has determined that none of its intangible assets are deemed  
to have an indefinite life. In accordance with these accounting statements and  
upon adoption, the Company reclassified a total of $2,914 to goodwill from      
intangible assets (net), representing the assembled workforce associated with   
the Company's acquisition of Warner Chilcott. See Note 4.                       

Galen also adopted Statement of Financial Accounting Standards No. 144,         
Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"),    
effective October 1, 2001. The objectives of SFAS 144 are to address significant
issues relating to the implementation of Statement of Financial Accounting      
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for   
Long-Lived Assets to Be Disposed Of ("SFAS 121"), and to develop a single       
accounting model based on the framework established                             

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP (CONTINUED)
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

in SFAS 121, for long-lived assets to be disposed of by sale. The standard      
requires that long-lived assets that are to be disposed of by sale be measured  
at the lower of book value or fair value less cost to sell. Additionally, the   
standard expands the scope of discontinued operations to include all components 
of an entity with operations that can be distinguished from the rest of the     
entity in a disposal transaction. The results of the Chemical Synthesis Services
("CSS") component of Galen's Pharmaceutical Services operating segment, divested
during the first quarter fiscal 2002, were treated as "discontinued operations."

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). SFAS 133 establishes a new model for       
accounting for derivatives and hedging activities and supersedes and amends a   
number of existing standards. SFAS 133 is effective for fiscal years beginning  
after June 15, 1999, but earlier application is permitted as of the beginning of
any fiscal quarter subsequent to June 15, 1998. Upon initial application, all   
derivatives are required to be recognized in the statement of financial position
as either assets or liabilities and measured at fair value. In addition, all    
hedging relationships must be reassessed and documented pursuant to the         
provisions of SFAS 133. Subsequent to the issuance of SFAS 133, the FASB issued 
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -       
Deferral of the Effective Date of FASB Statement 133," which defers the         
effective date of SFAS 133 to periods beginning after June 15, 2000. Galen      
adopted the statement beginning October 1, 2000. Adoption of the statement had  
no material impact on the financial statements.                                 

On April 30, 2002, the FASB issued Statement of Financial Accounting Standards  
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB     
Statement No. 13, and Technical Corrections ("SFAS 145"). Among other amendments
and rescissions, SFAS No.145 eliminates the requirement that gains and losses   
from the extinguishment of debt be aggregated and, if material, classified as an
extraordinary item, net of the related income tax effect, unless such gains and 
losses meet the criteria in paragraph 20 of Accounting Principles Board Opinion 
No. 30, Reporting the Results of Operations Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring  
Events and Transactions. Generally, SFAS 145 is effective for fiscal years      
beginning after May 15, 2002. Upon adoption of SFAS No. 145, the Company will   
reclassify the loss on extinguishment of debt that was classified as an         
extraordinary item in the quarter ended December 31, 2001 since it does not meet
the criteria in Opinion 30 for classification as an extraordinary item.         

3.   INVENTORY                                                                  

Inventory is stated at the lower of cost or market. Cost is determined          
principally on the basis of first in, first out or standards that approximate   
average cost. Inventory consists of the following:                              

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP (CONTINUED)
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

                                                                [Download Table]

                                             MARCH 31,       SEPTEMBER 30,
                                                2002             2001     
                                             ---------       -------------
                                                                          
Finished goods                                $17,169           $13,373   
Raw materials                                   9,241            10,901   
                                              -------           -------   
                                              $26,410           $24,274   
                                              =======           =======   

4.   GOODWILL AND INTANGIBLE ASSETS                                             

Pursuant to SFAS 142 the Company's goodwill is no longer amortized effective    
October 1, 2001 (the date of the Company's adoption of this statement) and the  
Company is required to perform a periodic impairment test for goodwill. Goodwill
is tested for impairment at a level of reporting referred to as a reporting     
unit. For this purpose the Company has determined that its operating segments   
also represent its reporting units, which are Pharmaceutical Products and       
Pharmaceutical Services. To identify potential impairment, the fair value of    
each reporting unit is compared with its carrying amount including goodwill. If 
the fair value of the reporting unit is less than its carrying value, goodwill  
is deemed to be potentially impaired. The Company has completed this impairment 
test as of October 1, 2001 and has determined that goodwill has not been        
impaired.                                                                       

Amortizable intangible assets at March 31, 2002 were as follows:                

                                                                [Download Table]

                                     PRODUCT                       TOTAL   
                                     SPECIFIC                    INTANGIBLE
                                      ASSETS       TRADEMARKS      ASSETS  
                                     --------      ----------    ----------
                                                                           
NET BOOK VALUE                       $346,626       $ 25,091      $371,717 
                                     ========       ========      ======== 

ACCUMULATED AMORTIZATION             $ 20,495       $  2,034      $ 22,529 
                                     ========       ========      ======== 

These intangible assets are being amortized on a straight-line basis over 20    
years, their estimated useful lives. Intangible asset amortization expense for  
the six months ended March 31, 2002 and 2001 amounted to $8,827 and $6,354,     
respectively. Following is the estimated aggregate amortization expense for the 
Company's next five fiscal years:                                               

                                                                [Download Table]

YEAR ENDING SEPTEMBER 30,                                         
-------------------------                                         
                                                                  
           2002                                            $18,797
           2003                                            $19,939
           2004                                            $19,939
           2005                                            $19,939
           2006                                            $19,939

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP (CONTINUED)
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

The following table reconciles reported net income to that which would have been
reported had SFAS 142 been applied as of the beginning of fiscal 2001:          

                                                        [Enlarge/Download Table]

                                              THREE MONTHS ENDED   SIX MONTHS ENDED  
                                                  MARCH 31,            MARCH 31,     
                                             -------------------  -------------------
                                               2002        2001     2002        2001 
                                             -------     -------  -------     -------
                                                                                     
Reported net income                          $13,131     $   198  $29,787     $ 2,531
Add back: Goodwill amortization, net of tax       --       3,025       --       6,026
                                             -------     -------  -------     -------
   Adjusted net income                       $13,131     $ 3,223  $29,787     $ 8,557
                                             =======     =======  =======     =======

BASIC AND DILUTED EARNINGS PER ADS:                                                  
   Reported net income                       $  0.28     $    --  $  0.64     $  0.06
   Goodwill amortization, net of tax              --        0.08       --        0.15
                                             -------     -------  -------     -------
      Adjusted net income                    $  0.28     $  0.08  $  0.64     $  0.21
                                             =======     =======  =======     =======

5.   WARNER CHILCOTT SENIOR NOTES DUE 2008                                      

Warner Chilcott, Inc. ("WCI") at the time of its acquisition by Galen on        
September 29, 2000 had $200,000 principal amount of 12?% senior notes           
outstanding. The senior notes were issued by WCI in February 2000 and are       
unconditionally guaranteed by Warner Chilcott, plc ("Warner Chilcott"), WCI's   
direct parent. In March 2001, Galen unconditionally guaranteed the notes.       

Interest payments on the notes are due semi-annually in arrears on February 15  
and August 15. The senior notes are due in February 2008 and are redeemable     
prior to maturity at the option of WCI, in whole or part, beginning in February 
2004 at redemption prices that decrease annually and range from 106.3125% to    
100% of the principal amount of the senior notes plus accrued interest. The     
indenture governing the senior notes limits Warner Chilcott and its             
subsidiaries' ability to incur or guarantee additional debt, as well as to pay  
dividends or distributions on, or redeem or repurchase, capital stock.          

The indenture governing the senior notes provides that upon a change of control,
each note holder has the right to require WCI to repurchase their notes at a    
price equal to 101% of the principal amount plus accrued interest. Galen's      
acquisition of Warner Chilcott triggered the right of holders to require WCI to 
repurchase the senior notes. Approximately 20% of the note holders elected to   
tender their notes under this provision and, on December 13, 2000, Warner       
Chilcott purchased $40,300 principal amount of the notes. On December 18, 2001, 
Galen Limited, a wholly owned subsidiary of the Company, purchased $20,000 of   
principal amount of the senior notes for $23,000. The Company may, from time to 
time depending on market conditions, repurchase senior notes in the open market.

6.   ACQUISITIONS                                                               

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

On September 29, 2000, Galen acquired all of the outstanding shares and share   
equivalents of Warner Chilcott through a scheme of arrangement under the laws of
the Republic of Ireland. The Company issued 2.5 Galen ordinary shares for each  
of Warner Chilcott's outstanding ordinary shares. All of Warner Chilcott's      
outstanding share options and warrants were converted at the same ratio into    
options and warrants to acquire Galen shares. The total acquisition price of    
$325,500 consisted of (i) $282,900, in respect of 31,698,554 Galen shares issued
in exchange for the 12,680,812 outstanding shares of Warner Chilcott, (ii)      
$31,200 representing the fair market value of Galen share options and warrants  
issued in exchange for Warner Chilcott options and warrants, and (iii) $11,400  
of acquisition costs. The Warner Chilcott transaction closed on September 29,   
2000, the last business day of the Company's fiscal year 2000, and was accounted
for as a purchase. Under purchase accounting, the purchase price is allocated to
the tangible and intangible assets acquired based upon their respective fair    
values as of the purchase date.                                                 

In June 2001, Galen purchased from Bristol-Myers Squibb Company Estrace(R)      
tablets, a branded estrogen replacement therapy product, for approximately      
$95,000. In connection with the purchase, Galen entered into a five-year supply 
agreement with Bristol-Myers Squibb Laboratories Company in relation to this    
product with an option to renew for two additional years. Galen acquired rights 
to all of the intangible assets associated with the product including the       
trademark, regulatory files, manufacturing know-how and other intellectual      
property. The acquisition of the product is being accounted for as a purchase.  
The entire purchase price was allocated to the product, and no goodwill was     
recorded. No value was assigned to the supply agreement for the acquired product
as the product purchase price under the agreement approximates the price Galen  
would expect to pay third party contract manufacturers. The asset value has been
increased to $123,000 in order to account for certain liabilities assumed by the
Company at the time of purchase, and for deferred taxes. The intangible assets  
are being amortized over 20 years, the product's estimated useful life.         

In March 2002, Galen purchased from Bristol-Myers Squibb Duricef(R), an         
antibiotic, and Moisturel(R), a skin cream, for approximately $40,440. The asset
value has been increased by an additional $5,700 for deferred taxes. The        
acquisition of the product is being accounted for as a purchase. The entire     
purchase price was allocated to the product, and no goodwill was recorded. The  
intangible assets are being amortized over 20 years, the product's estimated    
useful life.                                                                    

The following unaudited pro forma information presents Galen's results of       
operations for the six months ended March 31, 2002 and 2001 assuming that the   
purchases of Duricef(R), Moisturel(R) and Estrace(R) tablets were completed as  
of October 1, 2000. These unaudited pro forma results have been prepared for    
comparative purposes only and include certain adjustments, such as additional   
amortization expense, increased interest expense on acquisition debt and related
adjustments. They do not purport to be indicative of the results of operations  
that actually would have resulted had the transactions occurred as of October 1,
2000, or of future results of operations.                                       

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                               SIX MONTHS ENDED MARCH 31,              
                                  -----------------------------------------------------
                                            2002                        2001           
                                  -------------------------   -------------------------
                                     ACTUAL      PRO FORMA       ACTUAL      PRO FORMA 
                                  -----------   -----------   -----------   -----------
                                                                                       
Revenue                           $   151,895   $   158,094   $   121,289   $   151,066
Net income                        $    29,787   $    33,386   $     2,531   $    14,717
                                  ===========   ===========   ===========   ===========

Net income per ADS -- Basic       $      0.64   $      0.72   $      0.06   $      0.38
                                  ===========   ===========   ===========   ===========
Net income per ADS -- Diluted     $      0.64   $      0.72   $      0.06   $      0.37
                                  ===========   ===========   ===========   ===========
Weighted average ADS equivalents                                                       
   outstanding                                                                         
   Basic                           46,211,140    46,211,140    39,223,763    39,223,763
                                  ===========   ===========   ===========   ===========
   Diluted                         46,580,147    46,580,147    40,121,230    40,121,230
                                  ===========   ===========   ===========   ===========

7.   SALE OF CHEMICAL SYNTHESIS SERVICES                                        

As of December 31, 2001, the Company sold the Chemical Synthesis Services       
business ("CSS") for which the Company received cash consideration of           
approximately $36,000. CSS was a component of the Company's pharmaceutical      
services business and consisted of SynGal (a Galen subsidiary) and QuChem       
Limited (a Galen subsidiary), and provides integrated services from basic       
research and development and small-scale synthesis to kilogram-scale synthesis  
to customers requiring custom chemical syntheses. CSS employed approximately 110
people based in two Northern Ireland sites and had revenue of $7,500 in the year
ended September 30, 2001. In anticipation of the transaction, Galen purchased   
the 24% minority interest in QuChem Limited that it did not already own for     
consideration of approximately $960. The Company reported a pre-tax gain of     
$8,690 from the sale that is included in the Company's Statement of Operations  
for the six months ended March 31, 2002. Included in the Company's provision for
income taxes for the six months ended March 31, 2002 are taxes related to the   
CSS sale amounting to $2,163. As part of this transaction Alan Armstrong,       
President of Galen's pharmaceutical services business, resigned from both his   
position with Galen and his Galen directorship. Galen intends to use the        
proceeds from this transaction to expand its portfolio of branded pharmaceutical
products particularly in the women's healthcare therapeutic area, by pursuing   
other selected product acquisitions and strategic opportunities, and for general
corporate purposes. Asset and liabilities of the discontinued operations as of  
December 31, 2001 were as follows:                                              

                                                                [Download Table]
                                                                 
Fixed assets                                            $ 26,265 
Current assets                                             2,201 
Current liabilities                                       (2,324)
Deferred income                                           (1,290)
                                                        -------- 
   Net assets of discontinued operations                $ 24,852 
                                                        ======== 

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

8.   REVENUE RECOGNITION                                                        

PHARMACEUTICAL PRODUCTS                                                         
Revenue from product sales is recognized upon shipment of products, that is,    
when title to the product is passed to 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 value-added tax and similar taxes, trade discounts, sales returns, rebates   
and intercompany transactions.                                                  

PHARMACEUTICAL SERVICES                                                         
Clinical Trial Services ("CTS") provides clinical packaging services to         
pharmaceutical companies, which includes the design, manufacturing, packaging   
and distribution of both active drugs and placebos to clinical trial patients.  
Revenue for these services is recognized upon shipment of the finished clinical 
supplies to the customer which is when title to the product is passed to the    
customer and the Company has no future performance obligations. Service revenue 
generated from CTS's drug accountability facility is recognized when the        
services are completed which is generally after the drugs are properly disposed 
of. CTS also charges monthly fees for specialized pharmaceutical management and 
storage services, and revenue is recognized upon invoice to the customer at     
which point the customer is obligated to pay and the Company has no future      
performance obligations. Chemical Synthesis Services ("CSS"), sold by Galen as  
of December 31, 2001, provided custom design services and chemical synthesis    
operations to pharmaceutical companies. In general, projects were billed and    
revenue was recognized upon the completion of the project. CSS also provided    
laboratory services that were charged on an hourly basis. These laboratory      
services were billed and recognized as revenue on a monthly basis upon          
completion of work. Pharmaceutical service revenue is recognized exclusive of   
value-added tax, similar taxes and inter-company transactions.                  

9.   EARNINGS PER SHARE                                                         

Basic net income per ordinary share (and ADS) is based on the income available  
to ordinary shareholders divided by the weighted average number of ordinary     
shares (and equivalent ADSs) outstanding during the period. Diluted income per  
share is computed by adjusting the weighted average number of ordinary shares   
(and equivalent ADSs) outstanding during the period for potentially dilutive    
rights to acquire ordinary shares or ADSs that were outstanding during the      
period. The dilution attributable to rights to acquire shares is computed using 
the treasury stock method and depends upon the market price of the Company's    
shares during the period.                                                       

Shares held in the Employee Share Trust are excluded from these calculations.   
The following table sets forth the computation for each of these calculations:  

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                          THREE MONTHS ENDED            SIX MONTHS ENDED      
                                                               MARCH 31,                    MARCH 31,         
                                                      ---------------------------  ---------------------------
                                                          2002           2001          2002           2001    
                                                      ------------   ------------  ------------   ------------
                                                                                                              
Numerator for basic and diluted net income per                                                                
   per ordinary share and ADS                         $     13,131   $        198  $     29,787   $      2,531
                                                      ============   ============  ============   ============
Weighted average number of ordinary shares (basic)     184,901,919    156,987,118   184,844,558    156,895,052
Effect of dilutive stock options                         1,293,545      2,974,076     1,476,031      3,589,866
                                                      ------------   ------------  ------------   ------------
Weighted average number of ordinary shares (diluted)   186,195,464    159,961,194   186,320,589    160,484,918
Basic net income per ordinary share                   $       0.07   $         --  $       0.16   $       0.02
                                                      ============   ============  ============   ============
Diluted net income per ordinary share                 $       0.07   $         --  $       0.16   $       0.02
                                                      ============   ============  ============   ============
Weighted average number of equivalent ADSs (basic)      46,225,480     39,246,780    46,211,140               
                                                                                                    39,223,763
Effect of dilutive stock options                           323,386        743,518       369,007        897,467
                                                      ------------   ------------  ------------   ------------
Weighted average number of equivalent ADSs (diluted)    46,548,866     39,990,298    46,580,147     40,121,230
                                                      ============   ============  ============   ============
Basic and diluted net income per ADS                  $       0.28   $         --  $       0.64   $       0.06
                                                      ============   ============  ============   ============

10.  CONTINGENCIES                                                              

The Company is involved in various legal proceedings of a nature considered     
normal to its business including product liability and other matters. In the    
event of the adverse outcome of these proceedings, the Company believes that    
resulting liabilities are either covered by insurance, established reserves, or 
would not have a material adverse effect on the financial condition or results  
of operations of the Company.                                                   

11.  INCOME TAXES                                                               

Galen operates primarily in three tax jurisdictions, the United Kingdom, the    
United States and the Republic of Ireland. In the United Kingdom the statutory  
rate was 30% in both the current and prior year periods. The federal statutory  
rate in the U.S. was 35% in both periods. In the Republic of Ireland, the       
statutory rate was 17% in the current period and 21% in the prior year period.  
Our effective tax rate was 28% in the current period and 66% in the prior year  
period. The primary reason for the unusually high rate in the prior year period 
was the goodwill amortization associated with the Company's Warner Chilcott     
transaction, which is not deductible for tax purposes. The lower effective tax  
rate for the current period is attributed to the cessation of goodwill          
amortization upon the Company's adoption of SFAS 142 effective October 1, 2001  
(see Note 2) and the increased proportion of our profits arising in the Republic
of Ireland.                                                                     

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

12.  CONSOLIDATING SCHEDULE                                                     

Following are consolidating schedules reflecting Balance Sheet and Statement of 
Operations information for the Company as of March 31, 2002, and for the three  
and six months ended March 31, 2002 and 2001:                                   

                                                        [Enlarge/Download Table]

                                          GALEN        WARNER       WARNER       OTHER                              
                                        HOLDINGS     CHILCOTT,    CHILCOTT,   SUBSIDIARY   ELIMINATION              
                                           PLC          PLC          INC.      COMPANIES     ENTRIES    CONSOLIDATED
                                       -----------  -----------  -----------  -----------  -----------  ------------
                                                                                                                    
MARCH 31, 2002                                                                                                      
BALANCE SHEET DATA:                                                                                                 

ASSETS                                                                                                              
   Cash and cash equivalents            $ 241,894    $      --    $  10,285    $  38,036    $      --    $ 290,215  
   Accounts receivable, net                    90           --       15,611       32,944           --       48,645  
   Inventories                                 --           --       42,352      (15,942)          --       26,410  
   Inter-company receivable (payable)     158,846      (20,713)     (21,503)    (116,630)          --               
   Other current assets                        --           --       11,136        9,758           --       20,894  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
      Current assets                    $ 400,830    $ (20,713)   $  57,881    $ (51,836)   $      --    $ 386,164  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
   Property, plant and equipment, net   $      --    $      --    $   3,190    $ 108,329    $      --    $ 111,519  
   Intangible assets, net               $      --    $      --    $ 384,873    $ 245,438    $      --    $ 630,311  
   Investment in subsidiaries           $ 326,134    $ 185,593    $      --    $      --    $(511,727)   $      --  
LIABILITIES AND EQUITY                                                                                              
   Current liabilities                  $     712    $      --    $  16,964    $  58,130    $      --    $  75,806  
   Long-term debt                       $      --    $      --    $ 143,919    $ 113,897    $      --    $ 257,816  
   Deferred income taxes                $      --    $      --    $      --    $  34,627    $      --    $  34,627  
   Other non-current liabilities        $      --    $      --    $      --    $   5,960    $      --    $   5,960  
   Minority interests                   $      --    $      --    $      --    $      --    $      --               
   Shareholders' equity                 $ 726,252    $ 164,880    $ 285,061    $  89,319    $(511,727)   $ 753,785  
                                        =========    =========    =========    =========    =========    =========  
THREE MONTHS ENDED MARCH 31, 2002                                                                                   
STATEMENT OF OPERATIONS DATA:                                                                                       

REVENUES                                                                                                            
   Product revenue                      $      --    $      --    $  41,748    $  14,916    $      --    $  56,664  
   Service revenue                             --           --           --       19,712           --       19,712  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
      Total revenues                           --           --       41,748       34,628           --       76,376  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
OPERATING EXPENSES                                                                                                  
   Cost of goods sold                          --           --       14,920        7,102           --       22,022  
   SG&A                                    (2,573)          78       12,631       13,507           --       23,643  
   Research and development                    --           --          657        4,075           --        4,732  
   Depreciation                                --           --          171        2,396           --        2,567  
   Amortization                                --           --        2,802        1,585           --        4,387  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
      Total operating expenses             (2,573)          78       31,181       28,665           --       57,351  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
INTEREST INCOME (EXPENSE)                   1,840           --       (4,246)        (579)          --       (2,985) 
PROVISION FOR INCOME TAXES                     --           --        2,557          352           --        2,909  
                                        ---------    ---------    ---------    ---------    ---------    ---------  
   NET INCOME (LOSS)                    $   4,413    $     (78)   $   3,764    $   5,032    $      --    $  13,131  
                                        =========    =========    =========    =========    =========    =========  

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                GALEN        WARNER       WARNER       OTHER                              
                                              HOLDINGS     CHILCOTT,    CHILCOTT,   SUBSIDIARY   ELIMINATION              
                                                 PLC          PLC          INC.      COMPANIES     ENTRIES    CONSOLIDATED
                                             -----------  -----------  -----------  -----------  -----------  ------------
                                                                                                                          
SIX MONTHS ENDED MARCH 31, 2002                                                                                           
STATEMENT OF OPERATIONS DATA:                                                                                             

REVENUES                                                                                                                  
   Product revenue                            $      --    $      --    $  79,789    $  31,765    $      --    $ 111,554  
   Service revenue                                   --           --           --       40,341           --       40,341  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total revenues                                 --           --       79,789       72,106           --      151,895  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
OPERATING EXPENSES                                                                                                        
   Cost of goods sold                                --           --       27,485       17,714           --       45,199  
   SG&A                                          (2,610)          78       24,510       23,746           --       45,724  
   Research and development                          --           --          719        8,487           --        9,206  
   Depreciation                                      --           --          329        4,340           --        4,669  
   Amortization                                      --           --        5,602        3,225           --        8,827  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total operating expenses                   (2,610)          78       58,645       57,512           --      113,625  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
INTEREST INCOME (EXPENSE)                         4,087           --       (9,879)        (526)          --       (6,318) 
PROVISION FOR INCOME TAXES                           --           --        3,984         5,094          --        9,078  
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES        --           --           --           47           --           47  
DISCONTINUED OPERATIONS                              --           --           --        8,386           --        8,386  
EXTRAORDINARY LOSS                                   --           --       (1,426)          --           --       (1,426) 
                                              ---------    ---------    ---------    ---------    ---------    ---------  
   NET INCOME (LOSS)                          $   6,697    $     (78)   $   5,855    $  17,313    $      --    $  29,787  
                                              =========    =========    =========    =========    =========    =========  
THREE MONTHS ENDED MARCH 31, 2001                                                                                         
STATEMENT OF OPERATIONS DATA:                                                                                             

REVENUES                                                                                                                  
   Product revenue                            $      --    $      --    $  27,644    $  17,408    $      --    $  45,052  
   Service revenue                                   --           --           --       17,396           --       17,396  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total revenues                                 --           --       27,644       34,804           --       62,448  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
OPERATING EXPENSES                                                                                                        
   Cost of goods sold                                --           --        4,812       14,796           --       19,608  
   SG&A                                              --           --        9,501       14,117           --       23,618  
   Research and development                          --           --           --        2,605           --        2,605  
   Depreciation                                      --           --           90        1,862           --        1,952  
   Amortization                                      --           --        5,691        1,193           --        6,884  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total operating expenses                       --           --       20,094       34,573           --       54,667  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
INTEREST INCOME (EXPENSE)                            25           --       (4,972)        (365)          --       (5,312) 
PROVISION FOR INCOME TAXES                           --           --        2,140          131           --        2,271  
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES        --           --           --           52           --           52  
DISCONTINUED OPERATIONS                              --           --           --           52           --           52  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
   NET INCOME (LOSS)                          $      25    $      --    $     438    $    (265)   $      --    $     198  
                                              =========    =========    =========    =========    =========    =========  
SIX MONTHS ENDED MARCH 31, 2001                                                                                           
STATEMENT OF OPERATIONS DATA:                                                                                             

REVENUES                                                                                                                  
   Product revenue                            $      --    $      --    $  53,656    $  32,353    $      --    $  86,009  
   Service revenue                                   --           --           --       35,280           --       35,280  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total revenues                                 --           --       53,656       67,633           --      121,289  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
OPERATING EXPENSES                                                                                                        
   Cost of goods sold                                --           --       10,339       29,624           --       39,963  
   SG&A                                              --           (3)      19,068       21,803           --       40,868  
   Research and development                          --           --           --        5,222           --        5,222  
   Depreciation                                      --           --          163        3,588           --        3,751  
   Amortization                                      --           --       11,383        1,786           --       13,169  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
      Total operating expenses                       --           (3)      40,953       62,023           --      102,973  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
INTEREST INCOME (EXPENSE)                            70           --      (10,547)        (679)          --      (11,156) 
PROVISION FOR INCOME TAXES                           --           --        2,695        2,048           --        4,743  
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES        --           --           --          109           --          109  
DISCONTINUED OPERATIONS                              --           --           --          223           --          223  
                                              ---------    ---------    ---------    ---------    ---------    ---------  
   NET INCOME (LOSS)                          $      70    $       3    $    (539)   $   2,997    $      --    $   2,531  
                                              =========    =========    =========    =========    =========    =========  

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

13.  SEGMENT INFORMATION                                                        

This segment information is provided based on the manner in which Galen's       
management assesses performance and allocates resources, and for which discrete 
financial information is available. Galen evaluates performance based on        
operating income. The Company's business is classified into two operating       
segments for internal financial reporting purposes: Pharmaceutical Products and 
Pharmaceutical Services. All intercompany items are eliminated. The accounting  
policies of both reportable segments are the same as those described in the     
Company's Annual Report on Form 20-F.                                           

Pharmaceutical Products includes the development, manufacture, supply and       
marketing of prescription pharmaceutical products in the United States, United  
Kingdom and Ireland. Pharmaceutical Services includes Galen's CTS business,     
which supplies and distributes clinical trial materials internationally and     
operates a drug reconciliation business. Interactive Clinical Technologies,     
Inc., also a component of Pharmaceutical Services, provides computer-based      
interactive voice response systems and related services to permit the efficient 
management of worldwide clinical trials and clinical supplies. As of December   
31, 2001 Chemical Synthesis Services, formerly a component of Galen's           
Pharmaceutical Services segment, was sold (see Note 7).                         

Following is selected information for the periods indicated:                    

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 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

(A)  CONTRIBUTION BY OPERATING SEGMENT                                          

                                                                [Download Table]

                                          THREE MONTHS ENDED    SIX MONTHS ENDED  
                                               MARCH 31,            MARCH 31,     
                                          -------------------  -------------------
                                            2002       2001      2002       2001  
                                          --------   --------  --------   --------
                                                                                  
PHARMACEUTICAL PRODUCTS                                                           
   Revenue                                $ 56,664   $ 45,052  $111,554   $ 86,009
   Cost of sales                            10,917     10,751    24,125     21,678
   Operating expenses                       24,444     22,936    46,825     39,732
   Amortization and depreciation expense     5,859      7,325    11,369     14,022
                                          --------   --------  --------   --------
      Total operating expenses              41,220     41,012    82,319     75,882
                                          --------   --------  --------   --------
   Operating income                       $ 15,444   $  4,040  $ 29,235   $ 10,577
                                          ========   ========  ========   ========
PHARMACEUTICAL SERVICES                                                           
   Revenue                                $ 19,712   $ 17,396  $ 40,341   $ 35,280
   Cost of sales                            11,105      8,857    21,074     18,285
   Operating expenses                        3,931      3,287     8,105      6,358
   Amortization and depreciation expense     1,095      1,511     2,127      2,898
                                          --------   --------  --------   --------
      Total operating expenses              16,131     13,655    31,306     27,541
                                          --------   --------  --------   --------
   Operating income                       $  3,581   $  3,741  $  9,035   $  7,739
                                          ========   ========  ========   ========

(B)  GEOGRAPHICAL ANALYSIS (BASED ON THE LOCATION IN WHICH SALE ORIGINATED)     

                                                                [Download Table]

                   THREE MONTHS ENDED    SIX MONTHS ENDED   
                        MARCH 31,            MARCH 31,      
                   -------------------  ------------------- 
                     2002       2001      2002       2001   
                   --------   --------  --------   -------- 
                                                            
REVENUE                                                     
   United States   $ 54,314   $ 36,248  $102,933   $ 74,403 
   United Kingdom    21,464     25,739    47,986     46,075 
   All Other            598        461       976        811 
                   --------   --------  --------   -------- 
                   $ 76,376   $ 62,448  $151,895   $121,289 
                   ========   ========  ========   ======== 

OPERATING INCOME                                            
   United States   $ 14,745   $  5,111  $ 28,772   $ 12,453 
   United Kingdom     4,429      2,665    10,417      5,870 
   All Other           (149)         5      (919)        (7)
                   --------   --------  --------   -------- 
                   $ 19,025   $  7,781  $ 38,270   $ 18,316 
                   ========   ========  ========   ======== 

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP (CONTINUED)
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

(C)  PRODUCT AND SERVICE REVENUE                                                

                                                                [Download Table]

                                     THREE MONTHS ENDED     SIX MONTHS ENDED   
                                          MARCH 31,             MARCH 31,      
                                     -------------------   ------------------- 
                                       2002       2001       2002       2001   
                                     --------   --------   --------   -------- 
                                                                               
PHARMACEUTICAL PRODUCTS - NET SALES                                            
   Womens' healthcare                $ 21,052   $ 13,821   $ 36,878   $ 25,610 
   Dermatology and urology             20,537     14,157     43,493     26,825 
   Other                               15,075     17,074     31,183     33,574 
                                     --------   --------   --------   -------- 
                                     $ 56,664   $ 45,052   $111,554   $ 86,009 
                                     ========   ========   ========   ======== 

PHARMACEUTICAL SERVICES                                                        
   Clinical Trial Services*          $ 19,712   $ 19,058   $ 42,241   $ 38,900 
   Chemical Synthesis Services             --     (1,662)    (1,900)    (3,620)
                                     --------   --------   --------   -------- 
                                     $ 19,712   $ 17,396   $ 40,341   $ 35,280 
                                     ========   ========   ========   ======== 

* includes Interactive Clinical Technologies, Inc., or ICTI                     

(D)  CHANGES IN GOODWILL BY BUSINESS ACTIVITY                                   

                                                                [Download Table]
                                                                                
PHARMACEUTICAL PRODUCTS                                                         
   Balance as of September 30, 2001                                     $220,226
   Plus: Reclassification of assembled workforce                           2,914
                                                                        --------
   Balance as of March 31, 2002                                         $223,140
                                                                        ========
PHARMACEUTICAL SERVICES                                                         
   Balance as of September 30, 2001                                     $ 33,454
   Plus: Accrual of contingent consideration                                    
                                                                           2,000
                                                                        --------
    Balance as of March 31, 2002                                        $ 35,454
                                                                        ========

14.  SUBSEQUENT EVENT                                                           

On May 8, 2002, the Company announced that it agreed to the sale of its Clinical
Trial Services business ("CTS") for a total cash consideration, on a cash and   
debt free basis, of approximately $191,000. CTS, carried out through Gaelta     
Research and Development Limited and Galen, Inc., provides clinical packaging   
services to pharmaceutical companies that choose to outsource their             
manufacturing, packaging and distribution of both active drugs and placebos to  
targeted clinical trial patients. CTS also offers analytical services, including
stability testing, complete analytical testing and release and analytical method
development. CTS had revenue of $58,700 in the year ended September 30, 2001.   
This sale is part of the Company's ongoing strategy to focus on our faster      

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - U.S. GAAP (CONTINUED)
 IN THOUSANDS (EXCEPT PER SHARE AMOUNTS)

growing pharmaceutical products business, freeing up additional resources for   
our growth plans in this area through the sale of the Company's non-core        
pharmaceutical services businesses. The approval of the Company's shareholders  
to this sale will be sought at an extraordinary general meeting of the Company  
to be held on May 29, 2002. Galen still retains Interactive Clinical            
Technologies, Inc., or ICTI, which the Company intends to sell.                 

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B.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS                                                            

The following discussion and analysis of financial condition and results of     
operations of Galen should be read in conjunction with the consolidated         
unaudited financial statements and notes thereto, appearing in Section I-A of   
this Form 6-K. The financial data analyzed in this discussion has been prepared 
in accordance with U.S. GAAP.                                                   

OVERVIEW                                                                        

Galen is a specialty pharmaceutical company focused principally on the women's  
healthcare, dermatology and urology therapeutic areas. We develop, manufacture, 
supply and market branded prescription pharmaceutical products in the United    
Kingdom, Ireland and the United States. Revenue from sales of our products in   
the United States is now the most rapidly expanding element of our business. An 
important part of our strategy is to develop and commercialize pharmaceutical   
products based on innovative formulations and novel drug delivery technology,   
particularly our proprietary intravaginal ring, or IVR, technology. Our IVR is  
able to deliver a wide range of medicines to the patient over periods of up to  
three months.                                                                   

Our pharmaceutical products business, which includes our research and           
development activities, focuses on the women's healthcare therapeutic area and  
other product areas such as dermatology and urology. Our principal products     
include:                                                                        

    o    Estrace(R) vaginal cream, a locally applied estrogen to treat vaginal
  atrophy, that we acquired from Bristol-Myers Squibb Company in
February 2000;                                              

   o    Estrace(R) tablets, an estrogen replacement therapy product, that we
acquired from Bristol-Myers Squibb Company in June 2001;    

o    Ovcon(R) 35 and Ovcon(R) 50, both oral contraceptives, that we   
acquired from Bristol-Myers Squibb Company in February 2000;

o    Doryx(R), an oral antibiotic for the treatment of acne and for   
adjunctive therapy in the treatment of severe acne; and     

o    Duricef(R), an antibiotic for the treatment of streptococcal     
         pharyngitis and skin/skin-structure infections, that we acquired from
Bristol-Myers Squibb Company in March 2002.                 

We have a pipeline of products in development principally for the U.S. market,  
including a number utilizing the IVR drug delivery technology.                  

Through our U.S. sales force of approximately 225 representatives, we market our
portfolio of branded pharmaceutical specialty products targeted at the women's  
healthcare market. We believe we have one of the largest women's healthcare     
sales forces calling on physician specialists including                         
obstetrician/gynecologists, dermatologists and urologists in the United States. 
Our sales force of approximately 115 representatives in the United Kingdom and  
Ireland market our product portfolio through direct contact with general        
practitioners, community pharmacists and hospital consultants.                  

We manufacture finished pharmaceutical products for our U.K. products business  
at our facilities in Craigavon and Larne, Northern Ireland. While we manufacture
most of the products that we market in the United Kingdom, certain of our U.K.  
pharmaceutical products and all of our U.S. pharmaceutical products are         
manufactured for us under contracts with third parties.                         

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As part of our ongoing strategy to focus on our faster growing pharmaceutical   
products business, we have begun divesting our pharmaceutical services business.
This process began in December 2001 when we disposed of our Clinical Syntheses  
Services, or CSS, business for a cash consideration of approximately $36        
million. We announced on May 8, 2002 that we agreed to dispose of our Clinical  
Trials Services business, or CTS, for a total consideration on a cash and debt  
free basis of $191 million to be satisfied in cash at closing. The disposition  
is subject to shareholder approval and is expected to close on or about May 31, 
2002. We still retain Interactive Clinical Technologies, Inc., or ICTI, which we
intend to sell.                                                                 

For the period under review, our consolidated results of operations should be   
considered in light of the following specific factors.                          

EFFECT OF THE ACQUISITION OF WARNER CHILCOTT. On September 29, 2000 we acquired 
Warner Chilcott, a U.S. based developer and marketer of branded prescription    
pharmaceutical products, for $325.5 million. The purchase consideration         
consisted of the issuance of 31,698,554 ordinary shares, valued at $282.9       
million, in exchange for all of the outstanding shares of Warner Chilcott, and  
the issuance of Galen share options and warrants valued at $31.2 million to     
former holders of Warner Chilcott options and warrants and $11.4 million of     
transaction related costs.                                                      

The acquisition of Warner Chilcott, which closed on the last business day of our
2000 fiscal year, was accounted for as a purchase. The acquisition had and will 
have the following effects on our results of operations:                        

o    We recognized intangible assets in the amount of $199.9 million  
   related to the Ovcon(R) 35 and Ovcon(R) 50 and Estrace(R) cream
     products of Warner Chilcott. We are amortizing this amount over a
        period of 20 years and, as a consequence, amortization of intangible
          assets will be substantially greater than prior periods and reduce net
income accordingly.                                         

   o    We recognized goodwill in the amount of $212.1 million (Galen ceased
        amortizing goodwill effective October 1, 2001 upon the adoption of a
    new U.S. accounting standard which prohibits the amortization of
goodwill).                                                  

o    In February 2000, Warner Chilcott, Inc. issued $200.0 million    
         principal amount of 12 5/8% senior notes due 2008. Our acquisition of
         Warner Chilcott triggered the right of each holder of Warner Chilcott
       senior notes to require us to repurchase their notes at 101% of the
        principal amount of notes presented for repurchase. After holders of
    approximately 20% of the notes exercised their repurchase right,
      Warner Chilcott had $159.7 million of senior notes outstanding. In
     December 2001 we repurchased $20.0 million of principal amount of
        senior notes, and in our third quarter fiscal 2002 we repurchased an
         additional $45.9 million of principal amount of senior notes. We may,
 from time to time depending on market conditions, continue to
          repurchase Warner Chilcott's senior notes in the open market. Interest
    payments on the senior notes are due semi-annually in arrears on
       February 15 and August 15. The senior notes are redeemable prior to
         maturity at the option of Warner Chilcott, Inc., in whole or in part,
          beginning in February 2004 at redemption prices that decrease annually
         and range from 106.3125% to 100%. Unless and until redeemed, interest
         payments associated with the senior notes will substantially increase
        our net interest expense as compared with our interest expense prior
to the acquisition of Warner Chilcott.                      

EFFECT OF THE ACQUISITION OF ESTRACE(R) TABLETS. Consistent with our strategy to
acquire established branded pharmaceutical products and to increase sales of    
those products in the United States through enhanced promotional efforts, on    
June 29, 2001 we acquired from Bristol-Myers Squibb Company Estrace(R) tablets, 
an estrogen replacement therapy product with net sales of $40.5 million for the 
year ended December 31, 2000.                                                   

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The gross profit for this product was $39.2 million for the year ended December 
31, 2000. The purchase price for Estrace(R) tablets was approximately $95       
million. In connection with this acquisition, we also entered into a five-year  
supply agreement with Bristol-Myers Squibb Laboratories Company in relation to  
this product with an option to renew for two additional years.                  

EFFECT OF EQUITY OFFERING. In July 2001, we completed our third equity offering.
The total net proceeds to us, after underwriters' commissions and other expenses
of the offering, were approximately $268 million. We have used a portion of     
these net proceeds to expand our portfolio of pharmaceutical products and to    
repurchase a portion of our outstanding senior notes, and we intend to use the  
remaining net proceeds to pursue other selected product acquisitions and        
strategic opportunities, and for general corporate purposes.                    

EFFECT OF CHEMICAL SYNTHESIS SERVICES SALE. As of December 31, 2001, we sold our
CSS business. CSS consisted of SynGal (a Galen subsidiary) and QuChem Limited   
(a Galen subsidiary), and provides integrated service from basic research and   
development and small-scale synthesis to kilogram scale synthesis to customers  
requiring custom chemical syntheses. CSS employed approximately 110 staff       
members based in two Northern Ireland sites and had revenue of $7.5 million in  
the year ended September 30, 2001. We reported a pre-tax gain of $10.9 million  
from the sale that is included in our Statement of Operations for the six months
ended March 31, 2002. As part of this transaction Alan Armstrong, President of  
our pharmaceutical services business, resigned from both his position with Galen
and his Galen directorship. We intend to use the proceeds from this transaction 
to expand our portfolio of branded pharmaceutical products particularly in the  
women's healthcare therapeutic area, by pursuing other selected product         
acquisitions and strategic opportunities, and for general corporate purposes.   

EFFECT OF THE ACQUISITION OF DURICEF(R) AND MOISTUREL(R). Consistent with our   
strategy to acquire established branded pharmaceutical products and to increase 
sales of those products in the United States through enhanced promotional       
efforts, on March 28, 2002 we acquired from Bristol-Myers Squibb Company        
Duricef(R), an antibiotic, and Moisturel(R), a skin cream. Prior to our         
acquisition of the products, they generated combined sales for the year ended   
December 31, 2001 of approximately $17 million, with gross margins of 85%. The  
purchase price for Duricef(R) and Moisturel(R) was approximately $40.4 million. 
In connection with this acquisition, we also entered into five-year supply      
agreements with Bristol-Myers Squibb Laboratories Company in relation to these  
products.                                                                       

EFFECT OF CLINICAL TRIAL SERVICES SALE. On May 8, 2002, we announced that we    
agreed to the sale of our CTS business. CTS, carried out through Gaelta Research
and Development Limited and Galen, Inc., provides clinical packaging services to
pharmaceutical companies that choose to outsource their manufacturing, packaging
and distribution of both active drugs and placebos to targeted clinical trial   
patients. CTS also offers analytical services, including stability testing,     
complete analytical testing and release and analytical method development. CTS  
had revenue of $58.7 million in the year ended September 30, 2001. This sale is 
part of our ongoing strategy to focus on our faster growing pharmaceutical      
products business through the sale of our non-core pharmaceutical services      
businesses. Proceeds from the sale will provide us with greater financial       
flexibility and enable us to continue our growth strategy through ongoing       
development and selective product acquisitions to strengthen our pharmaceutical 
products business. The approval by our shareholders of this sale will be sought 
at an extraordinary general meeting of the Company to be held on May 29, 2002.  

EFFECT OF CURRENCY FLUCTUATIONS. Our revenue streams and operating expenses are 
denominated in two primary currencies: the U.S. dollar and the pound sterling.  
With the acquisition of Warner Chilcott, an increasing proportion of our revenue
is earned in U.S. dollars (approximately 67% for the six months ended March 31, 
2002). In this report, we translated revenue earned in pounds sterling to U.S.  
dollars in our Statement of Operations at the average exchange rate for the     
relevant period. Substantially all of our operating expenses in the United      
States are denominated in U.S. dollars and our capital investment in the United 
States                                                                          

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has been funded by U.S. dollar borrowings, reducing our exposure to changes in  
the U.S. dollar to pounds sterling exchange rate. However, changes in exchange  
rates between the U.S. dollar and the pound sterling will affect our reported   
results of operations. A material appreciation of the U.S. dollar against the   
pound sterling would reduce our U.S. dollar reported earnings, while the        
depreciation of the U.S. dollar against the pound sterling would increase our   
U.S. dollar reported earnings                                                   

CRITICAL ACCOUNTING POLICIES                                                    

The preparation of our financial statements requires us to make estimates and   
judgments that affect the reported amounts of assets, liabilities, revenues and 
expenses, and related disclosure of contingent assets and liabilities. We       
believe the following critical accounting policies affect our more significant  
judgments and estimates used in the preparation of our consolidated financial   
statements. Our significant policies are described in Note 1 to the consolidated
financial statements included in our U.S. 2001 Annual Report.                   

IMPAIRMENT OF GOODWILL. We periodically evaluate acquired businesses for        
potential impairment indicators. Our judgments regarding the existence of       
impairment indicators are based on legal factors, market conditions and         
operational performance of our acquired businesses. We have completed our       
impairment test as of October 1, 2001 and have determined that goodwill has not 
been impaired. Future events could cause us to conclude that impairment         
indicators exist and that goodwill associated with our acquired businesses is   
impaired. Any resulting impairment would affect our financial condition and     
results of operations.                                                          

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We record an allowance for estimated bad debts 
included in our accounts receivable. This allowance is determined based on our  
historical collection and write-off experience. An allowance is also made for   
customer accounts for which we believe that collectibility is doubtful.         
Management's judgment is a key factor in determining this allowance and, as     
such, additional allowances may be required.                                    

INVENTORY. Our inventory is stated at the lower of cost or net realizable value.
Cost is determined on a first in, first out basis and includes transportation   
and handling costs. In the case of manufactured products, cost includes         
material, labor and applicable manufacturing overhead. Provisions are made for  
obsolete, slow moving or defective items where appropriate. The provisioning    
process requires the use of management's judgment.                              

RESULTS OF OPERATIONS                                                           

THREE MONTHS ENDED MARCH 31, 2002 AND 2001.                                     
REVENUE. Our total revenue for the three months ended March 31, 2002 (the second
quarter fiscal 2002) increased 22.3%, or $14.0 million to $76.4 million from    
$62.4 million for the three months ended March 31, 2001 (the second quarter     
fiscal 2001). Significant sales increases in both our pharmaceutical products   
business and our pharmaceutical services business accounted for these favorable 
results. Our acquisition of Estrace(R) tablets on June 29, 2001 and the strong  
development of our pharmaceutical products business, particularly in the U.S.,  
were the major drivers of growth. Significant changes in exchange rates between 
the U.K. pound sterling and U.S. dollar can affect our reported results of      
operations. In comparison to the prior year period, the average exchange rate   
for the three months ended March 31, 2002 remained fairly consistent as the     
pound depreciated less than 1% over these periods.                              

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Our pharmaceutical products business includes the development, promotion and    
sale of branded prescription products in the United States, United Kingdom and  
Ireland. Revenue from our pharmaceutical products business increased 25.8%, or  
$11.6 million, to $56.7 million as compared to $45.1 million in the second      
quarter fiscal 2001. Results for Estrace(R) tablets are included in our results 
for the second quarter fiscal 2002 and not in the prior year quarter as         
Estrace(R) tablets were acquired by us in June 2001. Our pharmaceutical products
business continues to benefit from the positive strategic impact of the         
acquisition of Warner Chilcott in September 2000 and the establishment of a     
strong pharmaceutical base in the U.S. In women's healthcare we have products in
two important therapeutic categories: contraception and hormone                 
replacement therapy. Ovcon(R), our oral contraceptive, and Estrace(R) tablets,  
our estrogen replacement therapy, continue to demonstrate strong growth.        
Estrace(R) cream which we promote to the urologist continues to show steady     
progress. Doryx(R), our pelletized oral formulation of doxycycline for the      
treatment of acne, also posted continued strong results. In January 2002, we    
launched a new 75mg strength of Doryx(R) and expect incremental growth for this 
new dosage form. In the U.K., our business continues to focus on women's        
healthcare. Our proprietary anticholinergic, Regurin(R), for the treatment of   
incontinence continues to progress well since its U.K. launch in October 2000.  
Late in September 2001 we launched Menoring(R), our first intravaginal ring     
product for estrogen replacement therapy. This product has performed to         
expectation with early sales progress comparable to other recently launched     
estrogen therapies.                                                             

Revenues from our pharmaceutical services business of $19.7 million increased   
13.3%, or $2.3 million, as compared to $17.4 million in the prior year quarter  
reflecting the increased demand for these services. Revenue reported for the    
second quarter fiscal 2002 and 2001 represents results of our Clinical Trial    
Services business, or CTS, and Interactive Clinical Technologies, Inc., or ICTI.
We announced on May 8, 2002 that we agreed to dispose of CTS. We still retain   
ICTI which we intend to sell. As of December 31, 2001 we sold our Clinical      
Synthesis Services business, or CSS; results of which are appropriately         
classified as discontinued operations in our statement of operations.           

Gross profit and gross margin. Gross profit of $54.4 million increased 26.9%, or
$11.6 million, from $42.8 million in the prior year quarter. These improved     
results reflect the impact of our improved gross margin to 71.2% from 68.6% in  
the prior year quarter, demonstrating the increasing impact of sales of higher  
margin U.S. pharmaceutical products.                                            

Operating expenses. Selling, general and administrative expenses of $23.6       
million were consistent with the prior year quarter. Our research and           
development expenses of $4.7 million increased 81.7%, or $2.1 million, from $2.6
million in the prior year quarter. Our activities are now firmly directed       
towards the development of proprietary products for commercialization in the    
U.S. which are based on drug delivery systems such as the intravaginal ring, or 
IVR. We are also pursuing the development of new products and line extensions   
that complement and strengthen our core prescription business. The line         
extension for our contraceptive, Ovcon(R), has been filed with the Food and Drug
Administration, or FDA. During the quarter, the New Drug Application, or NDA,   
for our estradiol acetate vaginal ring was accepted for filing by the FDA. Our  
proprietary line extension for Estrace(R) tablets is in Phase III in the U.S.   
and we anticipate filing the NDA in 2003. Our activities also include the       
development of other IVR applications in the areas of contraception, sexual     
dysfunction and local infection control. During the quarter we launched a 75mg  
line extension for Doryx(R). We are evaluating the development of a new         
Duricef(R) dose form which would be manufactured in our Craigavon facility.     

Depreciation and amortization expense. Depreciation expense of $2.6 million for 
the second quarter fiscal 2002 increased $0.6 million as compared to $2.0       
million in the prior year quarter. This increase is the result of our continued 
expansion and investment in our property, plant and equipment. Amortization     
expense of $4.4 million decreased $2.5 million from $6.9 million primarily due  
to the cessation of goodwill amortization upon our adoption of Statement of     
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets,   
effective October 1, 2001. Amortization of goodwill recorded in the second      
quarter of fiscal 2001 amounted to $3.6 million. This reduction in second       
quarter fiscal 2002 amortization expense was offset somewhat                    

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by amortization charges related to Estrace(R) tablets which were not recorded in
the second quarter fiscal 2001 as this product was acquired in June 2001.       

Interest income and interest expense. Interest income of $2.1 million nearly    
doubled as compared to the prior year quarter income of $1.1 million as funds   
held for investment were higher during the second quarter fiscal 2002 than in   
the prior year quarter. Funds held for investment were most significantly       
increased as a result of our July 2001 equity offering from which we raised     
approximately $268 million net of fees. Interest expense of $5.1 million        
decreased $1.3 million as compared to $6.4 million incurred during the prior    
year quarter. A significant part of this expense reduction is related to the    
repurchase of a portion of our senior subordinated notes acquired as part of the
Warner Chilcott transaction. During the second quarter fiscal 2001 the principal
outstanding was $159.7 million. In December 2001, we repurchased $20.0 million  
of the principal amount. The principal outstanding remained at $139.7 million   
through March 31, 2002. A decline in interest rates also contributed to the     
decrease in interest expense.                                                   

Income tax expense. Taxes increased $0.6 million to $2.9 million for the second 
quarter fiscal 2002 as compared to $2.3 million for the prior year quarter. We  
operate primarily in three tax jurisdictions, the United Kingdom, the United    
States and the Republic of Ireland. In the United Kingdom the statutory rate was
30% in both the current and prior year quarters. The federal statutory rate in  
the U.S. was 35% in both quarters. In the Republic of Ireland, the statutory    
rate was 17% in the current quarter and 21% in the prior year quarter. Our      
effective tax rate was 18% in the current quarter and 92% in the prior year     
quarter. The primary reason for the unusually high rate in the second quarter   
fiscal 2001 was the goodwill amortization associated with our Warner Chilcott   
transaction, which is not deductible for tax purposes. The lower effective tax  
rate for the second quarter fiscal 2002 is attributed to the cessation of       
goodwill amortization effective October 1, 2001 described above and the         
increased proportion of our taxable profits arising in the Republic of Ireland. 

Net income. The result of the items discussed above was that we reported $13.1  
million of net income for the second quarter fiscal 2002 as compared to net     
income of $0.2 million in the prior year quarter. Net income per ADS was $0.28  
on both a basic and diluted basis. The board has declared the payment of an     
interim dividend of 1.00 pence per ordinary share (4.0 pence per ADS), which    
represents an increase of 20% over the 0.83 pence per ordinary share (3.32 pence
per ADS) declared for the previous interim period. The weighted average number  
of ADS equivalent shares outstanding increased by 7 million due primarily to the
issuance of 6.6 million ADS equivalents in relation to our July 2001 equity     
offering.                                                                       

SIX MONTHS ENDED MARCH 31, 2002 AND 2001.                                       
Revenue. Our total revenue for the six months ended March 31, 2002 (the first   
half fiscal 2002) increased 25.2%, or $30.6 million to $151.9 million from      
$121.3 million for the six months ended March 31, 2001 (the first half fiscal   
2001). Significant sales increases in both our pharmaceutical products business 
and our pharmaceutical services business accounted for these favorable results. 
Our acquisition of Estrace(R) tablets on June 29, 2001 and the strong           
development of our pharmaceutical products business, particularly in the U.S.,  
were the major drivers of growth. Significant changes in exchange rates between 
the U.K. pound sterling and U.S. dollar can affect our reported results of      
operations. In comparison to the prior year period, the average exchange rate   
for the three six ended March 31, 2002 remained fairly consistent as the pound  
depreciated less than 2% over these periods.                                    

Our pharmaceutical products business includes the development, promotion and    
sale of branded prescription products in the United States, United Kingdom and  
Ireland. Revenue from our pharmaceutical products business increased 29.7%, or  
$25.6 million, to $111.6 million as compared to $86.0 million in the first half 
fiscal 2001. Results for Estrace(R) tablets are included in our results for the 
first half fiscal 2002 and not in the prior year period as Estrace(R) tablets   
were acquired by us in June 2001. Our pharmaceutical products business continues
to benefit from the positive strategic impact of the acquisition of Warner      
Chilcott in September 2000                                                      

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and the establishment of a strong pharmaceutical base in the U.S. In women's    
healthcare we have products in two important therapeutic categories:            
contraception and hormone replacement therapy. Ovcon(R), our oral contraceptive,
and Estrace(R) tablets, our estrogen replacement therapy, continue to           
demonstrate strong growth. Estrace(R) cream which we promote to the urologist   
continues to show steady progress. Doryx(R), our pelletized oral formulation of 
doxycycline for the treatment of acne, also posted continued strong results. In 
January 2002, we launched a new 75mg strength of Doryx(R) and expect incremental
growth for this new dosage form. In the U.K., our business continues to focus on
women's healthcare. Our proprietary anticholinergic, Regurin(R), for the        
treatment of incontinence continues to progress well since its U.K. launch in   
October 2000. Late in September 2001 we launched Menoring(R), our first         
intravaginal ring product for estrogen replacement therapy. This product has    
performed to expectation with early sales progress comparable to other recently 
launched estrogen therapies.                                                    

Revenues from our pharmaceutical services business of $40.3 million increased   
14.3%, or $5.0 million, as compared to $35.3 million in the prior year period   
reflecting the increased demand for these services. Revenue reported for the    
first half fiscal 2002 and 2001 represents results of our Clinical Trial        
Services business, or CTS, and Interactive Clinical Technologies, Inc., or ICTI.
We announced on May 8, 2002 that we agreed to dispose of CTS. We still retain   
ICTI which we intend to sell. As of December 31, 2001 we sold our Clinical      
Synthesis Services business, or CSS; results of which are appropriately         
classified as discontinued operations in our Statement of Operations.           

Gross profit and gross margin. Gross profit of $106.7 million increased 31.2%,  
or $25.4 million, from $81.3 million in the prior year period. These improved   
results reflect the impact of our improved gross margin to 70.2% from 67.1% in  
the prior year period, demonstrating the increasing impact of sales of higher   
margin U.S. pharmaceutical products.                                            

Operating expenses. Selling, general and administrative expenses of $45.7       
million increased 11.9% as compared to $40.9 million incurred in the prior year 
period. This is due to increased selling and promotional spending by Warner     
Chilcott. Our research and development expenses of $9.2 million increased 76.3%,
or $4.0 million, from $5.2 million in the prior year period. Our activities are 
now firmly directed towards the development of proprietary products for         
commercialization in the U.S. which are based on drug delivery systems such as  
the intravaginal ring, or IVR. We are also pursuing the development of new      
products and line extensions that complement and strengthen our core            
prescription business. The line extension for our contraceptive, Ovcon(R), has  
been filed with the Food and Drug Administration, or FDA. During the period, the
New Drug Application, or NDA, for our estradiol acetate vaginal ring was        
accepted for filing by the FDA. Our proprietary line extension for Estrace(R)   
tablets is in Phase III in the U.S. and we anticipate filing the NDA in 2003.   
Our activities also include the development of other IVR applications in the    
areas of contraception, sexual dysfunction and local infection control. During  
the period we launched a 75mg line extension for Doryx(R). We are evaluating the
development of a new Duricef(R) dosage form which would be manufactured in our  
Craigavon facility.                                                             

Depreciation and amortization expense. Depreciation expense of $4.7 million for 
the first half fiscal 2002 increased $0.9 million as compared to $3.8 million in
the prior year period. This increase is the result of our continued expansion   
and investment in our property, plant and equipment. Amortization expense of    
$8.8 million decreased $4.3 million from $13.2 million primarily due to the     
cessation of goodwill amortization upon our adoption of Statement of Financial  
Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective   
October 1, 2001. Amortization of goodwill recorded in the first half of fiscal  
2001 amounted to $6.8 million. This reduction in first half fiscal 2002         
amortization expense was offset somewhat by amortization charges related to     
Estrace(R) tablets which were not recorded in the first half fiscal 2001 as this
product was acquired in June 2001.                                              

Interest income and interest expense. Interest income of $4.6 million increased 
significantly as compared to the prior year period income of $2.8 million as    
funds held for investment were higher during the first half                     

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fiscal 2002 than in the prior year period. Funds held for investment were most  
significantly increased as a result of our July 2001 equity offering from which 
we raised approximately $268 million net of fees. Interest expense of $10.9     
million decreased $3.1 million as compared to $14.0 million incurred during the 
prior year period. A significant part of this expense reduction is related to   
the repurchase of a portion of our senior subordinated notes acquired as part of
the Warner Chilcott transaction. During the first and second quarters fiscal    
2001 the principal outstanding for the majority of the respective periods was   
$200.0 million and $159.7 million. In December 2001, we repurchased $20.0       
million of the principal amount. The principal outstanding remained at $139.7   
million through March 31, 2002. A decline in interest rates also contributed to 
the decrease in interest expense.                                               

Income tax expense. Taxes increased $4.3 million to $9.1 million for the first  
half fiscal 2002 as compared to $4.7 million for the prior year period. We      
operate primarily in three tax jurisdictions, the United Kingdom, the United    
States and the Republic of Ireland. In the United Kingdom the statutory rate was
30% in both the current and prior year periods. The federal statutory rate in   
the U.S. was 35% in both periods. In the Republic of Ireland, the statutory rate
was 17% in the current quarter and 21% in the prior year quarter. Our effective 
tax rate was 28% in the current period and 66% in the prior year period. The    
primary reason for the unusually high rate in the first half fiscal 2001 was the
goodwill amortization associated with our Warner Chilcott transaction, which is 
not deductible for tax purposes. The lower effective tax rate for the first half
fiscal 2002 is attributed to the cessation of goodwill amortization effective   
October 1, 2001 described above and the increased proportion of our profits     
arising in the Republic of Ireland.                                             

Net income. The result of the items discussed above was that we reported $29.8  
million of net income for the first half fiscal 2002 as compared to net income  
of $2.5 million in the prior year period. Net income per ADS was $0.64 on both a
basic and diluted basis. The board has declared the payment of an interim       
dividend of 1.00 pence per ordinary share (4.0 pence per ADS), which represents 
an increase of 20% over the 0.83 pence per ordinary share (3.32 pence per ADS)  
declared for the previous interim period. The weighted average number of ADS    
equivalent shares outstanding increased by 7 million due primarily to the       
issuance of 6.6 million ADS equivalents in relation to our July 2001 equity     
offering.                                                                       

OFF BALANCE SHEET ARRANGEMENTS                                                  

We do not have any off balance sheet arrangements, except for operating leases  
considered normal to our business.                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

Although our earnings before interest, tax, depreciation and amortization, or   
EBITDA, (adjusted for the CSS sale) of $51.7 million for the first half fiscal  
2002 significantly exceeded the prior year period's EBITDA of $35.1 million, net
cash from operating activities remained fairly consistent with the prior year   
period. This is the result of our increased investment in working capital during
the current period. Our increased revenues in the current period generated the  
increases in our inventory, accounts receivable, prepaid expense, other assets  
and current liabilities.                                                        

The major use of cash in investing activities during the first half of fiscal   
2002 was for the purchase of Duricel(R) and Moisturel(R) for approximately $40.4
million. The sale of CSS in December 2001 also had a significant impact on our  
cash as we received cash consideration of approximately $36 million for this    
transaction. A use of $10.5 million reflects our continued expansion and        
investment in our property, plant and equipment. The significant use of cash for
financing activities was our December 2001 repurchase of $20.0 million principal
amount of Warner Chilcott senior notes for $23.0 million. During our third      
quarter fiscal 2002 we repurchased an additional $45.9 million principal amount 
for $52.9 million. Depending on                                                 

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market conditions, we may again repurchase senior notes in the open market.     
During the first half of fiscal 2002, we disbursed our final fiscal 2001        
dividend totaling $4.5 million.                                                 

We ended the second half of fiscal 2002 with $290.2 million cash on hand as     
compared with $326.1 million at September 30, 2001. We intend to fund our future
operating liquidity needs, including capital expenditures and dividend payments,
through a combination of cash generated from operations, cash balances on hand  
and availability under credit facilities. At March 31, 2002, we had $44.1       
million of availability agreed in principle but not yet committed, pending our  
request.                                                                        

There is no significant seasonality to our funding requirements, and we believe 
that these sources will be sufficient to fund our anticipated working capital   
needs for the foreseeable future. We evaluate our balance sheet periodically to 
determine whether to refinance outstanding indebtedness with cash on hand or    
with other indebtedness. Accordingly, we may choose to reduce our indebtedness  
from time to time. In the event that we pursue significant acquisitions, we may 
be required to raise additional funds through the issuance of debt or equity    
securities.                                                                     

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS                              

"The following summarizes our financial commitments as of March 31, 2002 (in    
millions of U.S. dollars):"                                                     

                                                                [Download Table]

                                                                           
                               Less                       Greater          
                              Than 1   1 To 3   4 To 5   Than 5            
                               Year    Years    Years     Years      Totals
                             -------  -------  -------   -------    -------
Short term capital leases    $   0.4  $   -    $   -    $   -      $   0.4 
Long term capital leases         -        0.4      -        -          0.4 
Long term borrowings            11.8    107.0      -      150.3      269.1 
Operating lease commitments      3.1      6.3      1.5      -         10.9 
                             -------  -------  -------   -------   ------- 
        Totals               $  15.3  $ 113.7  $   1.5   $ 150.3   $ 280.8 
                             =======  =======  =======   =======   ======= 

INFLATION                                                                       

Inflation had no material impact on our operations during the three months ended
March 31, 2002.                                                                 

C.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                 

The principal market risks (i.e., the risk of loss arising from adverse changes 
in market rates and prices) to which we are exposed are:                        

o    interest rates on debt, and                                      

o    foreign exchange rates.                                          

The following risk management discussion and the estimated amounts generated    
from analytical techniques are forward-looking statements of market risk        
assuming certain market conditions occur. Actual results in the future may      
differ materially from these projected results due to actual developments in the
global financial markets.                                                       

INTEREST RATES                                                                  

We manage debt and overall financing strategies centrally using a combination of
short and long term loans with either fixed or variable rates. Currently, we do 
not hedge exposure to interest rate fluctuations through the use of derivative  
instruments.                                                                    

FOREIGN EXCHANGE                                                                

Most of the revenue generated and expenses incurred during the six months ended 
March 31, 2002 and 2001 were denominated in the functional currency of the      
country in which they were generated. To the extent that                        

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we have expanded and continue to expand our operations in the United States,    
revenues and expenses will continue to be generated in the local currency. We   
use local currency cash flows to pay similarly denominated expenses to the      
extent available, although we cannot be certain that we will be able to continue
this strategy.                                                                  

We had no foreign currency option contracts at March 31, 2002. To date, we have 
not extensively used foreign currency hedging transactions because our exposure 
to foreign exchange fluctuations has been limited. Capital investment in the    
United States has been funded by U.S. dollar borrowings as a hedge against      
foreign currency movements. We intend to use foreign currency hedging more      
extensively in the future, but cannot give assurances that the use of such      
instruments will effectively limit our exposure.                                

II - OTHER INFORMATION                                                          

A.   LEGAL PROCEEDINGS                                                          

We are involved in various legal proceedings of a nature considered normal to   
our business including product liability and other matters. In the event of     
adverse outcomes of these proceedings, we believe that resulting liabilities are
either covered by insurance, established reserves, or would not have a material 
adverse effect on our financial condition or our results of operations.         

B.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                        

  (1)  Our Annual General Meeting of shareholders was held on February 19,
2002 in Belfast, Northern Ireland.                          

(2)  All of the nominees for re-election as director to the board were
         elected by a majority vote of shares. The re-elected directors are R.
        Geoffrey Elliott and David Gibbons. Our other directors are Dr. John
         A. King, Roger Boissonneault, Dr. Michael G. Carter and Dr. Harold A.
Ennis.                                                      

(3)  The following matters were brought to vote:                      

         i.   The Report of the Directors and the Financial Statements for the
            year ended September 30, 2001 together with the reports of the
          auditors thereon were presented to the shareholders and were
approved with a majority vote of shareholders.    

   ii.  PricewaterhouseCoopers was re-appointed as auditors to the
          Company and the board of directors was authorized to fix the
  remuneration of the auditors with a majority vote of
shareholders.                                     

   iii. The proposal to declare a final dividend of 1.66 pence per
           ordinary share was presented to the shareholders and approved
with a majority vote.                             

         iv.  The proposal to confer upon the board of directors the authority
               to allot relevant securities up to an aggregate nominal amount of
              (pounds)6,060,823 was presented to the shareholders and approved
with a majority vote.                             

  v.   The proposal to disapply statutory pre-emption rights was
              presented to the shareholders and approved with a majority vote.

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  vi.   The proposal to grant authority for Galen to make market
             purchases of its own shares was presented to the shareholders
and approved with a majority vote.              

   vii.  The proposal to amend Galen's Articles of Association was
                presented to the shareholders and approved with a majority vote.

         viii. The proposal to amend the Company's share schemes was presented
      to the shareholders and approved with a majority vote.

C.   EXHIBITS AND REPORTS ON FORM 6-K OR 8-K                                    

(i)  EXHIBITS:                                                                  

EXHIBIT NO.    DESCRIPTION                                                      

For all Exhibits required under Rule 601 of Regulation S-K to be filed with a   
Quarterly Report on Form 10-Q, please see the exhibits set forth on pages 74 and
75 of our U.S. 2001 Annual Report.                                              

(ii) REPORTS ON FORM 6-K OR 8-K:                                                

     Our Form 6-K, dated February 14, 2002, contained our unaudited consolidated
financial statements for the three months ended December 31, 2001 and 2001, and 
as of December 31, 2001.                                                        

     Our Form 6-K, dated January 10, 2002, contained our news release announcing
our sale of our Chemical Synthesis Services business.                           

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the    
registrant has duly caused this report to be signed on its behalf by the        
undersigned, thereunto duly authorized.                                         

May 15, 2002                            Galen Holdings PLC                      

                 /s/ R. G. Elliott
                                        ----------------------------------------
                    Name:  R. G. Elliott
                              Title: Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 6-K Filing	Date	First	Last	Other Filings

	6/15/98	9
	6/15/99	9
	6/15/00	9
	9/29/00	11	23
	10/1/00	9	12
	12/13/00	11
	12/31/00	23	24
	3/31/01	2	30	6-K
	6/29/01	23	27
	6/30/01	8
	7/1/01	8
	9/30/01	4	31	20-F
	10/1/01	8	29
	12/18/01	11
	12/28/01	2		20-F
	12/31/01	9	32
	1/10/02	32		6-K
	2/14/02	32
	2/19/02	31
	3/28/02	24		6-K
	3/31/02	2	31
	4/30/02	9
	5/8/02	20	28	6-K
Filed On / Filed As Of / For The Period Ended	5/15/02	9	33	6-K
	5/29/02	21	24
	5/31/02	23

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Warner Chilcott PLC · 6-K · For 5/15/02

Filed On 5/15/02 · SEC File 333-12634 · Accession Number 950123-2-5345

Report of a Foreign Private Issuer · Form 6-KFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Report of a Foreign Private Issuer · Form 6-K
Filing Table of Contents