|
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|||
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For the Fiscal Year Ended December 31, 2011
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-1622442
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
|
|
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2525 Dupont Drive
Irvine, California
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92612
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 Par Value
|
New York Stock Exchange
|
Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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Item 1.
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||
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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||
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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||
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Item 15.
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||
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Year Ended December 31,
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||||||||||
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2011
|
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2010
|
|
2009
|
||||||
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(dollars in millions)
|
||||||||||
Specialty Pharmaceuticals Segment Product Net Sales by Product Line
|
|
||||||||||
Eye Care Pharmaceuticals
|
$
|
2,520.2
|
|
|
$
|
2,262.0
|
|
|
$
|
2,100.6
|
|
Botox
®
/Neuromodulators
|
1,594.9
|
|
|
1,419.4
|
|
|
1,309.6
|
|
|||
Skin Care
|
260.1
|
|
|
229.5
|
|
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208.0
|
|
|||
Urologics
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56.8
|
|
|
62.5
|
|
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65.6
|
|
|||
Total Specialty Pharmaceuticals Segment Product Net Sales
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$
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4,432.0
|
|
|
$
|
3,973.4
|
|
|
$
|
3,683.8
|
|
|
|
|
|
|
|
||||||
Medical Devices Segment Product Net Sales by Product Line
|
|
|
|
|
|
|
|
|
|||
Breast Aesthetics
|
$
|
349.3
|
|
|
$
|
319.1
|
|
|
$
|
287.5
|
|
Obesity Intervention
|
203.1
|
|
|
243.3
|
|
|
258.2
|
|
|||
Facial Aesthetics
|
362.7
|
|
|
283.8
|
|
|
218.1
|
|
|||
Total Medical Devices Segment Product Net Sales
|
$
|
915.1
|
|
|
$
|
846.2
|
|
|
$
|
763.8
|
|
|
|
|
|
|
|
||||||
Specialty Pharmaceuticals Segment Operating Income (1)
|
$
|
1,763.3
|
|
|
$
|
1,501.9
|
|
|
$
|
1,370.8
|
|
Medical Devices Segment Operating Income (1)
|
286.0
|
|
|
284.7
|
|
|
189.2
|
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|||
|
|
|
|
|
|
||||||
Consolidated Product Net Sales
|
|
|
|
|
|
||||||
Domestic
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60.2
|
%
|
|
62.6
|
%
|
|
65.4
|
%
|
|||
International
|
39.8
|
%
|
|
37.4
|
%
|
|
34.6
|
%
|
|||
|
|
|
|
|
|
||||||
Consolidated Long-Lived Assets
|
|
|
|
|
|
|
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|||
Domestic
|
$
|
3,500.9
|
|
|
$
|
3,222.4
|
|
|
$
|
3,678.3
|
|
International
|
617.5
|
|
|
688.1
|
|
|
572.3
|
|
(1)
|
Management evaluates business segment performance on an operating income basis exclusive of general and administrative expenses and other indirect costs, legal settlement expenses, impairment of intangible assets and related costs, restructuring charges, in-process research and development expenses, amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs and certain other adjustments, which are not allocated to our business segments for performance assessment by our chief operating decision maker. Other adjustments excluded from our business segments for purposes of performance assessment represent income or expenses that do not reflect, according to established company-defined criteria, operating income or expenses associated with our core business activities.
|
•
|
urinary incontinence due to detrusor overactivity associated with a neurologic condition in adults who have an inadequate response to or are intolerant of an anticholinergic medication;
|
•
|
cervical dystonia, or sustained contractions or spasms of muscles in the shoulders or neck, in adults, and associated neck pain;
|
•
|
a collaboration agreement and a co-promotion agreement with MAP for the exclusive development and commercialization by us and MAP of
Levadex
®
within the United States to neurologists for the treatment of acute migraine in adults, migraine in adolescents 12 to 18 years of age and other indications that may be approved by the parties;
|
•
|
a collaboration arrangement with Spectrum to develop and commercialize apaziquone, an antineoplastic agent currently being investigated for the treatment of non-muscle invasive bladder cancer by intravesical instillation;
|
•
|
an agreement with Serenity to develop and commercialize Ser-120, a nasally administered low dosage formulation of
|
•
|
a license agreement with Molecular Partners AG pursuant to which we obtained exclusive global rights in the field of ophthalmology for MP0112, a Phase II proprietary therapeutic
DARPin
®
protein targeting vascular endothelial growth factor receptors under investigation for the treatment of retinal diseases;
|
•
|
a license from Merck & Co., formerly Inspire Pharmaceuticals, Inc., pursuant to which we pay royalties based on our net sales of
Restasis
®
and any other human ophthalmic formulations of cyclosporine owned or controlled by us; and
|
•
|
a royalty-bearing, non-exclusive license from Ethicon Endo-Surgery, Inc. with respect to a portfolio of non-U.S. patents applicable to adjustable gastric bands, pursuant to which we will pay royalties until the expiry of the applicable patents in 2013.
|
•
|
a royalty-bearing license to GSK for clinical development and commercial rights to
Botox
®
for therapeutic indications in Japan and China;
|
•
|
an exclusive licensing agreement with Senju pursuant to which Senju is responsible for the development and commercialization of
Lumigan
®
in Japan;
|
•
|
an exclusive licensing agreement with Kyorin, which Kyorin subsequently sublicensed to Senju, pursuant to which Senju is responsible for the development and commercialization of our
Alphagan
®
P
products,
including
Aiphagan
®
P
0.1%, in Japan;
|
•
|
an exclusive license agreement with Bristol-Myers Squibb Company regarding the development and commercialization of an investigational drug for neuropathic pain, pursuant to which we granted to Bristol-Myers Squibb Company worldwide rights to develop, manufacture and commercialize the investigational drug for neuropathic pain and backup compounds;
|
•
|
a royalty-bearing license to Merz Pharmaceuticals, or Merz, pursuant to which Merz pays royalties with regard to
Xeomin
®
in many countries where we have issued or pending patents;
|
•
|
a royalty-bearing license to Alcon for brimonidine
0.15% in the United States; and
|
•
|
establishment registration and device listings with the FDA;
|
•
|
Quality System Regulation, or QSR, which requires manufacturers to follow design, testing, control documentation and other quality assurance procedures during the manufacturing process;
|
•
|
labeling regulations, which prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling;
|
•
|
medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that could likely cause or contribute to a death or serious injury if it were to recur; and
|
•
|
corrections and removal reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FFDCA that may present a health risk.
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Name
|
Age
|
Principal Positions with Allergan
|
David E.I. Pyott
|
58
|
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
James F. Barlow
|
53
|
Senior Vice President, Corporate Controller
(Principal Accounting Officer)
|
Raymond H. Diradoorian
|
54
|
Executive Vice President, Global Technical Operations
|
Jeffrey L. Edwards
|
51
|
Executive Vice President, Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|
David J. Endicott
|
47
|
Corporate Vice President, and President Allergan Medical, Asia Pacific and Latin America
|
Julian S. Gangolli
|
54
|
Corporate Vice President and President, North America
|
Douglas S. Ingram
|
49
|
Executive Vice President and President, Europe, Africa and Middle East
|
Arnold A. Pinkston
|
53
|
Executive Vice President, General Counsel and Assistant Secretary
|
Scott D. Sherman
|
46
|
Executive Vice President, Human Resources
|
Scott M. Whitcup, M.D.
|
52
|
Executive Vice President, Research & Development,
Chief Scientific Officer
|
•
|
our inability to fully control the amount and timing of resources our collaborative partners may devote to products based on the collaboration, and our partners may choose to pursue alternative products to the detriment of our collaboration;
|
•
|
we could become involved in disputes with counterparties, which could lead to delays or termination of the collaborations and time-consuming and expensive litigation or arbitration; and
|
•
|
conforming standards, controls, procedures and policies, operating divisions, business cultures and compensation structures;
|
•
|
retaining key employees;
|
•
|
reductions in the reimbursement amounts we receive for our products from foreign governments and foreign insurance providers;
|
•
|
difficulties in coordinating and managing foreign operations, including ensuring that foreign operations comply with foreign laws as well as U.S. laws applicable to U.S. companies with foreign operations, such as export laws and the FCPA.
|
Item 5.
|
Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2011
|
|
2010
|
||||||||||||||||||||
Calendar Quarter
|
Low
|
|
High
|
|
Div.
|
|
Low
|
|
High
|
|
Div.
|
||||||||||||
First
|
$
|
68.03
|
|
|
$
|
76.00
|
|
|
$
|
0.05
|
|
|
$
|
55.25
|
|
|
$
|
65.79
|
|
|
$
|
0.05
|
|
Second
|
71.75
|
|
|
85.74
|
|
|
0.05
|
|
|
56.26
|
|
|
65.87
|
|
|
0.05
|
|
||||||
Third
|
69.40
|
|
|
85.92
|
|
|
0.05
|
|
|
57.45
|
|
|
67.53
|
|
|
0.05
|
|
||||||
Fourth
|
77.71
|
|
|
89.25
|
|
|
0.05
|
|
|
64.95
|
|
|
74.94
|
|
|
0.05
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (2)
|
|||||
October 1, 2011 to October 31, 2011
|
291,600
|
|
|
$
|
84.10
|
|
|
291,600
|
|
|
15,920,153
|
|
November 1, 2011 to November 30, 2011
|
422,179
|
|
|
82.73
|
|
|
422,179
|
|
|
15,711,520
|
|
|
December 1, 2011 to December 31, 2011
|
336,221
|
|
|
83.83
|
|
|
336,221
|
|
|
16,145,065
|
|
|
Total
|
1,050,000
|
|
|
$
|
83.46
|
|
|
1,050,000
|
|
|
N/A
|
|
(1)
|
We maintain an evergreen stock repurchase program, which we first announced on September 28, 1993. Under the stock repurchase program, we may maintain up to 18.4 million repurchased shares in our treasury account at any one time. At December 31, 2011, we held approximately 2.3 million treasury shares under this program. Effective January 1, 2012, our current Rule 10b5-1 plan authorizes our broker to purchase our common stock traded in the open market pursuant to our evergreen stock repurchase program. The terms of the plan set forth a maximum limit of 6.0 million shares to be repurchased through June 30, 2012, certain quarterly maximum and minimum volume limits, and the plan is cancellable at any time in our sole discretion and in accordance with applicable insider trading laws.
|
(2)
|
The share numbers reflect the maximum number of shares that may be purchased under our stock repurchase program and are as of the end of each of the respective periods.
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Product net sales
|
$
|
5,347.1
|
|
|
$
|
4,819.6
|
|
|
$
|
4,447.6
|
|
|
$
|
4,339.7
|
|
|
$
|
3,879.0
|
|
Other revenues
|
72.0
|
|
|
99.8
|
|
|
56.0
|
|
|
63.7
|
|
|
59.9
|
|
|||||
Total revenues
|
5,419.1
|
|
|
4,919.4
|
|
|
4,503.6
|
|
|
4,403.4
|
|
|
3,938.9
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excludes amortization of acquired intangible assets)
|
748.7
|
|
|
722.0
|
|
|
750.9
|
|
|
761.2
|
|
|
673.2
|
|
|||||
Selling, general and administrative
|
2,246.6
|
|
|
2,017.6
|
|
|
1,921.5
|
|
|
1,856.1
|
|
|
1,680.2
|
|
|||||
Research and development
|
902.8
|
|
|
804.6
|
|
|
706.0
|
|
|
797.9
|
|
|
718.1
|
|
|||||
Amortization of acquired intangible assets
|
127.6
|
|
|
138.0
|
|
|
146.3
|
|
|
150.9
|
|
|
121.3
|
|
|||||
Legal settlement
|
—
|
|
|
609.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of intangible assets and related costs
|
23.7
|
|
|
369.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charges
|
4.6
|
|
|
0.3
|
|
|
50.9
|
|
|
41.3
|
|
|
26.8
|
|
|||||
Operating income
|
1,365.1
|
|
|
258.6
|
|
|
928.0
|
|
|
796.0
|
|
|
719.3
|
|
|||||
Non-operating expense
|
(65.4
|
)
|
|
(87.8
|
)
|
|
(79.5
|
)
|
|
(33.8
|
)
|
|
(54.9
|
)
|
|||||
Earnings from continuing operations before income taxes
|
1,299.7
|
|
|
170.8
|
|
|
848.5
|
|
|
762.2
|
|
|
664.4
|
|
|||||
Earnings from continuing operations
|
938.1
|
|
|
4.9
|
|
|
623.8
|
|
|
564.7
|
|
|
487.0
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Net earnings attributable to noncontrolling interest
|
3.6
|
|
|
4.3
|
|
|
2.5
|
|
|
1.6
|
|
|
0.5
|
|
|||||
Net earnings attributable to Allergan, Inc.
|
$
|
934.5
|
|
|
$
|
0.6
|
|
|
$
|
621.3
|
|
|
$
|
563.1
|
|
|
$
|
484.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
3.07
|
|
|
$
|
0.00
|
|
|
$
|
2.05
|
|
|
$
|
1.85
|
|
|
$
|
1.59
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Diluted earnings (loss) per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
3.01
|
|
|
$
|
0.00
|
|
|
$
|
2.03
|
|
|
$
|
1.84
|
|
|
$
|
1.58
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
$
|
4,048.3
|
|
|
$
|
3,993.7
|
|
|
$
|
3,106.3
|
|
|
$
|
2,270.6
|
|
|
$
|
2,124.2
|
|
Working capital
|
3,093.3
|
|
|
2,465.3
|
|
|
2,294.7
|
|
|
1,573.6
|
|
|
1,408.5
|
|
|||||
Total assets
|
8,508.6
|
|
|
8,308.1
|
|
|
7,536.6
|
|
|
6,791.8
|
|
|
6,578.8
|
|
|||||
Long-term debt, excluding current portion
|
1,515.4
|
|
|
1,534.2
|
|
|
1,491.3
|
|
|
1,570.5
|
|
|
1,499.4
|
|
|||||
Total stockholders’ equity
|
5,309.6
|
|
|
4,757.7
|
|
|
4,822.8
|
|
|
4,050.7
|
|
|
3,794.5
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
Change in Product Net Sales
|
|
Percent Change in Product Net Sales
|
|||||||||||||||||||||||
|
2011
|
|
2010
|
|
Total
|
|
Performance
|
|
Currency
|
|
Total
|
|
Performance
|
|
Currency
|
|||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Net Sales by Product Line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Eye Care Pharmaceuticals
|
$
|
2,520.2
|
|
|
$
|
2,262.0
|
|
|
$
|
258.2
|
|
|
$
|
222.9
|
|
|
$
|
35.3
|
|
|
11.4
|
%
|
|
9.9
|
%
|
|
1.5
|
%
|
Botox
®
/Neuromodulator
|
1,594.9
|
|
|
1,419.4
|
|
|
175.5
|
|
|
148.2
|
|
|
27.3
|
|
|
12.4
|
%
|
|
10.4
|
%
|
|
2.0
|
%
|
|||||
Skin Care
|
260.1
|
|
|
229.5
|
|
|
30.6
|
|
|
30.1
|
|
|
0.5
|
|
|
13.3
|
%
|
|
13.1
|
%
|
|
0.2
|
%
|
|||||
Urologics
|
56.8
|
|
|
62.5
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
(9.1
|
)%
|
|
(9.1
|
)%
|
|
—
|
%
|
|||||
Total Specialty
Pharmaceuticals
|
4,432.0
|
|
|
3,973.4
|
|
|
458.6
|
|
|
395.5
|
|
|
63.1
|
|
|
11.5
|
%
|
|
10.0
|
%
|
|
1.5
|
%
|
|||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Breast Aesthetics
|
349.3
|
|
|
319.1
|
|
|
30.2
|
|
|
22.9
|
|
|
7.3
|
|
|
9.5
|
%
|
|
7.2
|
%
|
|
2.3
|
%
|
|||||
Obesity Intervention
|
203.1
|
|
|
243.3
|
|
|
(40.2
|
)
|
|
(44.1
|
)
|
|
3.9
|
|
|
(16.5
|
)%
|
|
(18.1
|
)%
|
|
1.6
|
%
|
|||||
Facial Aesthetics
|
362.7
|
|
|
283.8
|
|
|
78.9
|
|
|
70.6
|
|
|
8.3
|
|
|
27.8
|
%
|
|
24.9
|
%
|
|
2.9
|
%
|
|||||
Total Medical Devices
|
915.1
|
|
|
846.2
|
|
|
68.9
|
|
|
49.4
|
|
|
19.5
|
|
|
8.1
|
%
|
|
5.8
|
%
|
|
2.3
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total product net sales
|
$
|
5,347.1
|
|
|
$
|
4,819.6
|
|
|
$
|
527.5
|
|
|
$
|
444.9
|
|
|
$
|
82.6
|
|
|
10.9
|
%
|
|
9.2
|
%
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Domestic product net sales
|
60.2
|
%
|
|
62.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International product net sales
|
39.8
|
%
|
|
37.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Selected Product Net Sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alphagan
®
P
,
Alphagan
®
and
Combigan
®
|
$
|
419.4
|
|
|
$
|
401.6
|
|
|
$
|
17.8
|
|
|
$
|
12.5
|
|
|
$
|
5.3
|
|
|
4.4
|
%
|
|
3.1
|
%
|
|
1.3
|
%
|
Lumigan
®
Franchise
|
612.7
|
|
|
526.7
|
|
|
86.0
|
|
|
73.0
|
|
|
13.0
|
|
|
16.3
|
%
|
|
13.9
|
%
|
|
2.4
|
%
|
|||||
Restasis
®
|
697.1
|
|
|
620.5
|
|
|
76.6
|
|
|
77.6
|
|
|
(1.0
|
)
|
|
12.4
|
%
|
|
12.5
|
%
|
|
(0.1
|
)%
|
|||||
Sanctura
®
Franchise
|
56.8
|
|
|
62.5
|
|
|
(5.7
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
(9.1
|
)%
|
|
(9.1
|
)%
|
|
—
|
%
|
|||||
Latisse
®
|
93.6
|
|
|
81.8
|
|
|
11.8
|
|
|
11.3
|
|
|
0.5
|
|
|
14.4
|
%
|
|
13.8
|
%
|
|
0.6
|
%
|
|
Year Ended December 31,
|
|
Change in Product Net Sales
|
|
Percent Change in Product Net Sales
|
|||||||||||||||||||||||
|
2010
|
|
2009
|
|
Total
|
|
Performance
|
|
Currency
|
|
Total
|
|
Performance
|
|
Currency
|
|||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Net Sales by Product Line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Eye Care Pharmaceuticals
|
$
|
2,262.0
|
|
|
$
|
2,100.6
|
|
|
$
|
161.4
|
|
|
$
|
146.5
|
|
|
$
|
14.9
|
|
|
7.7
|
%
|
|
7.0
|
%
|
|
0.7
|
%
|
Botox
®
/Neuromodulator
|
1,419.4
|
|
|
1,309.6
|
|
|
109.8
|
|
|
93.0
|
|
|
16.8
|
|
|
8.4
|
%
|
|
7.1
|
%
|
|
1.3
|
%
|
|||||
Skin Care
|
229.5
|
|
|
208.0
|
|
|
21.5
|
|
|
21.0
|
|
|
0.5
|
|
|
10.3
|
%
|
|
10.1
|
%
|
|
0.2
|
%
|
|||||
Urologics
|
62.5
|
|
|
65.6
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(4.7
|
)%
|
|
(4.7
|
)%
|
|
—
|
%
|
|||||
Total Specialty Pharmaceuticals
|
3,973.4
|
|
|
3,683.8
|
|
|
289.6
|
|
|
257.4
|
|
|
32.2
|
|
|
7.9
|
%
|
|
7.0
|
%
|
|
0.9
|
%
|
|||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Breast Aesthetics
|
319.1
|
|
|
287.5
|
|
|
31.6
|
|
|
31.9
|
|
|
(0.3
|
)
|
|
11.0
|
%
|
|
11.1
|
%
|
|
(0.1
|
)%
|
|||||
Obesity Intervention
|
243.3
|
|
|
258.2
|
|
|
(14.9
|
)
|
|
(18.2
|
)
|
|
3.3
|
|
|
(5.8
|
)%
|
|
(7.0
|
)%
|
|
1.2
|
%
|
|||||
Facial Aesthetics
|
283.8
|
|
|
218.1
|
|
|
65.7
|
|
|
62.2
|
|
|
3.5
|
|
|
30.1
|
%
|
|
28.5
|
%
|
|
1.6
|
%
|
|||||
Total Medical Devices
|
846.2
|
|
|
763.8
|
|
|
82.4
|
|
|
75.9
|
|
|
6.5
|
|
|
10.8
|
%
|
|
9.9
|
%
|
|
0.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total product net sales
|
$
|
4,819.6
|
|
|
$
|
4,447.6
|
|
|
$
|
372.0
|
|
|
$
|
333.3
|
|
|
$
|
38.7
|
|
|
8.4
|
%
|
|
7.5
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Domestic product net sales
|
62.6
|
%
|
|
65.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International product net sales
|
37.4
|
%
|
|
34.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Selected Product Net Sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alphagan
®
P
,
Alphagan
®
and
Combigan
®
|
$
|
401.6
|
|
|
$
|
414.5
|
|
|
$
|
(12.9
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
2.7
|
|
|
(3.1
|
)%
|
|
(3.8
|
)%
|
|
0.7
|
%
|
Lumigan
®
Franchise
|
526.7
|
|
|
456.5
|
|
|
70.2
|
|
|
71.3
|
|
|
(1.1
|
)
|
|
15.4
|
%
|
|
15.6
|
%
|
|
(0.2
|
)%
|
|||||
Restasis
®
|
620.5
|
|
|
522.9
|
|
|
97.6
|
|
|
96.7
|
|
|
0.9
|
|
|
18.7
|
%
|
|
18.5
|
%
|
|
0.2
|
%
|
|||||
Sanctura
®
Franchise
|
62.5
|
|
|
65.6
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(4.7
|
)%
|
|
(4.7
|
)%
|
|
—
|
%
|
|||||
Latisse
®
|
81.8
|
|
|
73.7
|
|
|
8.1
|
|
|
7.6
|
|
|
0.5
|
|
|
11.0
|
%
|
|
10.4
|
%
|
|
0.6
|
%
|
(a)
|
Percentage change in selected product net sales is calculated on amounts reported to the nearest whole dollar.
|
|
Year Ended December 31,
|
||||
|
2011
|
|
2010
|
|
2009
|
Product net sales
|
100.0%
|
|
100.0%
|
|
100.0%
|
Other revenues
|
1.3
|
|
2.1
|
|
1.3
|
Operating costs and expenses:
|
|
|
|
|
|
Cost of sales (excludes amortization of acquired
intangible assets)
|
14.0
|
|
15.0
|
|
16.9
|
Selling, general and administrative
|
42.0
|
|
41.9
|
|
43.2
|
Research and development
|
16.9
|
|
16.7
|
|
15.9
|
Amortization of acquired intangible assets
|
2.4
|
|
2.9
|
|
3.3
|
Legal settlement
|
—
|
|
12.6
|
|
—
|
Impairment of intangible assets and related costs
|
0.4
|
|
7.7
|
|
—
|
Restructuring charges
|
0.1
|
|
—
|
|
1.1
|
Operating income
|
25.5
|
|
5.3
|
|
20.9
|
Non-operating expense
|
(1.2)
|
|
(1.8)
|
|
(1.8)
|
Earnings before income taxes
|
24.3%
|
|
3.5%
|
|
19.1%
|
|
|
|
|
|
|
Net earnings attributable to Allergan, Inc.
|
17.5%
|
|
0.0%
|
|
14.0%
|
•
|
Apaziquone (U.S. - Phase III) for bladder cancer
|
•
|
Botox
®
(U.S. - Phase III) for idiopathic overactive bladder
|
•
|
Juvéderm
Voluma
™
(U.S. - Filed) for volumizing the mid-face
|
•
|
Latisse
®
(Europe - Filed) for eyelash growth
|
•
|
Levadex
®
(U.S. - Filed) for migraine
|
•
|
Ozurdex
®
(U.S. - Phase III) for diabetic macular edema
|
•
|
Restasis
®
(Europe - Phase III) for ocular surface disease
|
•
|
Ser-120 (U.S. - Phase III) for nocturia
|
•
|
Silicone Breast - Style 410 Cohesive Gel (U.S. - Filed) for breast reconstruction and augmentation
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Direct costs for:
|
|
|
|
|
|
||||||
Late-stage projects
|
$
|
198.7
|
|
|
$
|
208.6
|
|
|
$
|
154.6
|
|
Other R&D projects
|
550.7
|
|
|
456.3
|
|
|
437.9
|
|
|||
Upfront payments to license or purchase in-process R&D assets
|
45.0
|
|
|
43.0
|
|
|
10.0
|
|
|||
Other R&D expenses
|
108.4
|
|
|
96.7
|
|
|
103.5
|
|
|||
Total
|
$
|
902.8
|
|
|
$
|
804.6
|
|
|
$
|
706.0
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Operating income:
|
|
|
|
|
|
||||||
Specialty pharmaceuticals
|
$
|
1,763.3
|
|
|
$
|
1,501.9
|
|
|
$
|
1,370.8
|
|
Medical devices
|
286.0
|
|
|
284.7
|
|
|
189.2
|
|
|||
Total segments
|
2,049.3
|
|
|
1,786.6
|
|
|
1,560.0
|
|
|||
General and administrative expenses, other indirect costs and other adjustments
|
551.9
|
|
|
434.9
|
|
|
456.7
|
|
|||
Amortization of acquired intangible assets (a)
|
104.0
|
|
|
114.5
|
|
|
124.4
|
|
|||
Legal settlement
|
—
|
|
|
609.2
|
|
|
—
|
|
|||
Impairment of intangible assets and related costs
|
23.7
|
|
|
369.1
|
|
|
—
|
|
|||
Restructuring charges
|
4.6
|
|
|
0.3
|
|
|
50.9
|
|
|||
Total operating income
|
$
|
1,365.1
|
|
|
$
|
258.6
|
|
|
$
|
928.0
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
|
2011
|
||
|
(in millions)
|
||
Earnings before income taxes, as reported
|
$
|
1,299.7
|
|
Upfront payment for a collaboration and co-promotion agreement with MAP
|
60.0
|
|
|
Regulatory milestone payment for a collaboration and co-promotion agreement with MAP
|
20.0
|
|
|
Upfront payment for a collaboration and license agreement with Molecular Partners AG
|
45.0
|
|
|
Restructuring charges
|
4.6
|
|
|
Impairment of intangible assets
|
20.4
|
|
|
Aggregate net gain for the fixed asset impairment and gain from the substantially complete liquidation of a foreign subsidiary resulting from the discontinued development of
Easyband
™
|
(7.2
|
)
|
|
|
$
|
1,442.5
|
|
|
|
||
Provision for income taxes, as reported
|
$
|
361.6
|
|
Income tax benefit for:
|
|
|
|
Upfront payment for a collaboration and co-promotion agreement with MAP
|
22.2
|
|
|
Regulatory milestone payment for a collaboration and co-promotion agreement with MAP
|
7.4
|
|
|
Upfront payment for a collaboration and license agreement with Molecular Partners AG
|
4.6
|
|
|
|
$
|
395.8
|
|
Adjusted effective tax rate
|
27.4
|
%
|
|
2010
|
||
|
(in millions)
|
||
Earnings before income taxes, as reported
|
$
|
170.8
|
|
Settlement with the DOJ related to U.S. sales and marketing practices for
Botox
®
|
609.2
|
|
|
Impairment of the
Sanctura
®
Assets and related costs
|
369.1
|
|
|
Termination of a distributor agreement in Turkey
|
33.0
|
|
|
Upfront payment for technology that has not achieved regulatory approval
|
43.0
|
|
|
Restructuring charges
|
0.3
|
|
|
Upfront license fee income
|
(36.0
|
)
|
|
|
$
|
1,189.4
|
|
|
|
||
Provision for income taxes, as reported
|
$
|
165.9
|
|
Income tax benefit (provision) for:
|
|
|
|
Settlement with the DOJ related to U.S. sales and marketing practices for
Botox
®
|
21.4
|
|
|
Impairment of the
Sanctura
®
Assets and related costs
|
140.5
|
|
|
Termination of a distributor agreement in Turkey
|
2.8
|
|
|
Upfront payment for technology that has not achieved regulatory approval
|
15.6
|
|
|
Restructuring charges
|
0.2
|
|
|
Upfront license fee income
|
(13.7
|
)
|
|
|
$
|
332.7
|
|
Adjusted effective tax rate
|
28.0
|
%
|
|
2009
|
||
|
(in millions)
|
||
Earnings before income taxes, as reported
|
$
|
848.5
|
|
Net gain on sale of investments
|
(24.6
|
)
|
|
Gain on settlement of a manufacturing and distribution agreement
|
(14.0
|
)
|
|
Loss on extinguishment of a portion of the 2026 Convertible Notes
|
5.3
|
|
|
Restructuring charges
|
50.9
|
|
|
Charges related to the modification of certain employee stock options
|
78.6
|
|
|
Rollout of retention termination benefits and accelerated depreciation and expenses for one-time termination
benefits related to the closure of our Arklow, Ireland breast implant manufacturing facility
|
14.5
|
|
|
Upfront payment of technology that has not achieved regulatory approval
|
10.0
|
|
|
Contribution to The Allergan Foundation
|
18.0
|
|
|
|
$
|
987.2
|
|
|
|
||
Provision for income taxes, as reported
|
$
|
224.7
|
|
Income tax benefit (provision) for:
|
|
|
|
Net gain on sale of investments
|
(9.4
|
)
|
|
Gain on settlement of a manufacturing and distribution agreement
|
(3.9
|
)
|
|
Loss on extinguishment of a portion of the 2026 Convertible Notes
|
(0.8
|
)
|
|
Restructuring charges
|
10.2
|
|
|
Charges related to the modification of certain employee stock options
|
27.5
|
|
|
Rollout of retention termination benefits and accelerated depreciation and expenses for one-time termination
benefits related to the closure of our Arklow, Ireland breast implant manufacturing facility
|
1.5
|
|
|
Upfront payment of technology that has not achieved regulatory approval
|
0.7
|
|
|
Contribution to The Allergan Foundation
|
6.9
|
|
|
Change in estimated taxes related to pre-acquisition periods associated with business combinations and uncertain tax positions included in prior year income tax filings
|
(4.1
|
)
|
|
Foreign R&D tax credits received for tax years prior to 2008
|
6.7
|
|
|
|
$
|
260.0
|
|
Adjusted effective tax rate
|
26.3
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More
than Five
Years
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt obligations (a)
|
$
|
140.1
|
|
|
$
|
110.5
|
|
|
$
|
893.6
|
|
|
$
|
755.5
|
|
|
$
|
1,899.7
|
|
Operating lease obligations
|
47.2
|
|
|
67.6
|
|
|
26.0
|
|
|
43.1
|
|
|
183.9
|
|
|||||
Purchase obligations
|
281.1
|
|
|
155.9
|
|
|
26.7
|
|
|
1.0
|
|
|
464.7
|
|
|||||
Pension minimum funding (b)
|
47.1
|
|
|
78.0
|
|
|
67.0
|
|
|
—
|
|
|
192.1
|
|
|||||
Other long-term obligations
|
—
|
|
|
139.9
|
|
|
79.2
|
|
|
199.3
|
|
|
418.4
|
|
|||||
Total
|
$
|
515.5
|
|
|
$
|
551.9
|
|
|
$
|
1,092.5
|
|
|
$
|
998.9
|
|
|
$
|
3,158.8
|
|
(a)
|
Debt obligations include expected principal and interest obligations, but exclude the interest rate swap fair value adjustment of $48.1 million at December 31, 2011.
|
(b)
|
For purposes of this table, we assume that we will be required to fund our U.S. and non-U.S. funded pension plans based on the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to five years in the future. In management’s judgment, minimum funding estimates beyond a five year time horizon cannot be reliably
|
(a)
|
Total debt obligations in the consolidated balance sheet at December 31, 2011 include debt obligations of $1,551.2 million and the interest rate swap fair value adjustment of $48.1 million.
|
|
December 31, 2010
|
|||||||||||||||||||||||||||||||
|
Maturing in
|
|
Fair
Market
Value
|
|||||||||||||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Thereafter
|
|
Total
|
|
||||||||||||||||||
|
(in millions, except interest rates)
|
|||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Cash Equivalents and Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Commercial Paper
|
$
|
1,716.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,716.0
|
|
|
$
|
1,716.0
|
|
|
Weighted Average Interest Rate
|
0.25
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.25
|
%
|
|
|
|
|||||||||
Foreign Time Deposits
|
209.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209.6
|
|
|
209.6
|
|
|||||||||
Weighted Average Interest Rate
|
0.45
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.45
|
%
|
|
|
|
|||||||||
Other Cash Equivalents
|
707.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707.0
|
|
|
707.0
|
|
|||||||||
Weighted Average Interest Rate
|
0.38
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.38
|
%
|
|
|
|
|||||||||
Total Cash Equivalents and Short-Term Investments
|
$
|
2,632.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,632.6
|
|
|
$
|
2,632.6
|
|
|
Weighted Average Interest Rate
|
0.30
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.30
|
%
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debt Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed Rate (US$)
|
$
|
642.5
|
|
|
$
|
25.0
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,466.9
|
|
|
$
|
2,134.4
|
|
|
$
|
2,221.1
|
|
Weighted Average Interest Rate
|
5.59
|
%
|
|
7.47
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.74
|
%
|
|
5.02
|
%
|
|
|
|
|||||||||
Other Variable Rate (non-US$)
|
28.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.1
|
|
|
28.1
|
|
|||||||||
Weighted Average Interest Rate
|
6.80
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.80
|
%
|
|
|
|
|||||||||
Total Debt Obligations (a)
|
$
|
670.6
|
|
|
$
|
25.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,466.9
|
|
|
$
|
2,162.5
|
|
|
$
|
2,249.2
|
|
|
Weighted Average Interest Rate
|
5.64
|
%
|
|
7.47
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.74
|
%
|
|
5.05
|
%
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
INTEREST RATE DERIVATIVES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fixed to Variable (US$)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300.0
|
|
|
$
|
300.0
|
|
|
$
|
42.3
|
|
|
Average Pay Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.67
|
%
|
|
0.67
|
%
|
|
|
|
|||||||||
Average Receive Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.75
|
%
|
|
5.75
|
%
|
|
|
|
(a)
|
Total debt obligations in the consolidated balance sheet at December 31, 2010 include debt obligations of $2,162.5 million and the interest rate swap fair value adjustment of $42.3 million.
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||
|
Notional
Amount
|
|
Average Contract
Rate or Strike
Amount
|
|
Notional
Amount
|
|
Average Contract
Rate or Strike
Amount
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
||||||
(Receive U.S. dollar/pay foreign currency)
|
|
|
|
|
|
|
|||||||
Japanese yen
|
$
|
9.0
|
|
|
77.85
|
|
|
$
|
6.0
|
|
|
84.09
|
|
Australian dollar
|
17.3
|
|
|
0.99
|
|
|
15.7
|
|
|
0.98
|
|
||
New Zealand dollar
|
1.1
|
|
|
0.76
|
|
|
1.1
|
|
|
0.74
|
|
||
Poland zloty
|
1.5
|
|
|
3.48
|
|
|
2.8
|
|
|
3.03
|
|
||
Russia ruble
|
6.5
|
|
|
32.48
|
|
|
—
|
|
|
—
|
|
||
|
$
|
35.4
|
|
|
|
|
|
$
|
25.6
|
|
|
|
|
Estimated fair value
|
$
|
(0.4
|
)
|
|
|
|
|
$
|
(0.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||
(Pay U.S. dollar/receive foreign currency)
|
|
|
|
|
|
|
|
|
|
|
|
||
Euro
|
$
|
39.1
|
|
|
1.30
|
|
|
$
|
39.9
|
|
|
1.33
|
|
Estimated fair value
|
$
|
(0.3
|
)
|
|
|
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency sold — put options:
|
|
|
|
|
|
|
|
|
|
|
|
||
Canadian dollar
|
$
|
83.2
|
|
|
0.99
|
|
|
$
|
68.1
|
|
|
1.04
|
|
Mexican peso
|
21.3
|
|
|
13.79
|
|
|
20.0
|
|
|
12.73
|
|
||
Australian dollar
|
50.9
|
|
|
1.01
|
|
|
44.2
|
|
|
0.87
|
|
||
Brazilian real
|
49.4
|
|
|
1.78
|
|
|
36.9
|
|
|
1.92
|
|
||
Euro
|
141.2
|
|
|
1.36
|
|
|
139.4
|
|
|
1.34
|
|
||
Korean won
|
21.3
|
|
|
1,143.10
|
|
|
17.3
|
|
|
1,153.22
|
|
||
Turkish lira
|
18.8
|
|
|
1.93
|
|
|
20.5
|
|
|
1.55
|
|
||
Polish zloty
|
8.8
|
|
|
3.41
|
|
|
—
|
|
|
—
|
|
||
Swiss franc
|
9.8
|
|
|
0.92
|
|
|
—
|
|
|
—
|
|
||
|
$
|
404.7
|
|
|
|
|
|
$
|
346.4
|
|
|
|
|
Estimated fair value
|
$
|
26.3
|
|
|
|
|
|
$
|
10.4
|
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
1.
Consolidated Financial Statements and Supplementary Data:
|
|
Page
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
2.
Financial Statement Schedules:
|
|
Page
Number
|
Exhibit
No.
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Allergan, Inc., as filed with the State of Delaware on May 4, 2011 (incorporated by reference to Exhibit 3.1 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
3.2
|
|
Allergan, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Allergan, Inc.'s Current Report on Form 8-K filed on October 7, 2008)
|
|
|
|
4.1
|
|
Form of Stock Certificate for Allergan, Inc. Common Stock, par value $0.01 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
4.2
|
|
Indenture, dated as of April 12, 2006, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $800,000,000 5.75% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.3
|
|
Form of 5.75% Senior Note due 2016 (incorporated by reference to (and included in) the Indenture dated as of April 12, 2006 between Allergan, Inc. and Wells Fargo Bank, National Association at Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.4
|
|
Registration Rights Agreement, dated as of April 12, 2006, between Allergan, Inc. and Morgan Stanley & Co. Incorporated, as representative of the Initial Purchasers named therein, relating to the $800,000,000 5.75% Senior Notes due 2016 (incorporated by reference to Exhibit 4.4 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.5
|
|
Indenture, dated as of September 14, 2010, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $650,000,000 3.375% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
4.6
|
|
Supplemental Indenture, dated as of September 14, 2010, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $650,000,000 3.375% Notes due 2020 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
4.7
|
|
Form of 3.375% Note due 2020 (incorporated by reference to (and included in) the Supplemental Indenture dated as of September 14, 2010 between Allergan, Inc. and Wells Fargo Bank, National Association at Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
10.1
|
|
Form of Director and Executive Officer Indemnity Agreement (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2006)
|
|
|
|
10.2
|
|
Allergan, Inc. Change in Control Policy (Effective April 2010) (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.3
|
|
Amended and Restated Form of Allergan, Inc. Change in Control Agreement (Restated December 2010) (applicable to certain employees of Allergan, Inc., including executive officers, hired on or before December 4, 2006) (incorporated by reference to Exhibit 10.3 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.4
|
|
Amended and Restated Form of Allergan, Inc. Change in Control Agreement (Restated December 2010) (applicable to certain employees of Allergan, Inc., including executive officers, hired on or after December 4, 2006) (incorporated by reference to Exhibit 10.4 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.5
|
|
Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Appendix A to Allergan, Inc.'s Proxy Statement filed on March 14, 2003)
|
Exhibit
No.
|
|
Description
|
10.6
|
|
First Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Appendix A to Allergan, Inc.'s Proxy Statement filed on March 21, 2006)
|
|
|
|
10.7
|
|
Second Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 30, 2007)
|
|
|
|
10.8
|
|
Third Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.9
|
|
Amended Form of Non-Qualified Stock Option Award Agreement under the Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.16 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 30, 2007)
|
|
|
|
10.10
|
|
Allergan, Inc. Deferred Directors' Fee Program (Restated December 2010) (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.11
|
|
Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.5 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2000)
|
|
|
|
10.12
|
|
First Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.51 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 26, 2003)
|
|
|
|
10.13
|
|
Second Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.7 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2004)
|
|
|
|
10.14
|
|
Third Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.15 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.15
|
|
Allergan, Inc. Pension Plan (Restated 2011) (incorporated by reference to Exhibit 10.20 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.16
|
|
First Amendment to Allergan, Inc. Pension Plan (Restated 2011)
|
|
|
|
10.17
|
|
Allergan, Inc. Supplemental Executive Benefit Plan and Supplemental Retirement Income Plan (Restated 2011) (incorporated by reference to Exhibit 10.3 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 30, 2011)
|
|
|
|
10.18
|
|
First Amendment to Allergan, Inc. Supplemental Executive Benefit Plan
|
|
|
|
10.19
|
|
Allergan, Inc. Executive Severance Pay Plan (Effective January 2011) (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on December 21, 2010)
|
|
|
|
10.20
|
|
Allergan, Inc. 2011 Executive Bonus Plan (incorporated by reference to Annex A to Allergan, Inc.'s Proxy Statement filed on March 8, 2011)
|
|
|
|
10.21
|
|
Allergan, Inc. 2011 Executive Bonus Plan - 2012 Performance Objectives
|
|
|
|
10.22
|
|
Allergan, Inc. 2012 Management Bonus Plan
|
|
|
|
10.23
|
|
Allergan, Inc. Executive Deferred Compensation Plan (Restated 2009) (incorporated by reference to Exhibit 10.23 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
Exhibit
No.
|
|
Description
|
10.24
|
|
Form of Non-Qualified Stock Option Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.25
|
|
Form of Non-Qualified Stock Option Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.30 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.26
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.5 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.27
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.32 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.28
|
|
Form of Restricted Stock Award Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.29
|
|
Form of Restricted Stock Award Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.34 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.30
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.31
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.36 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.32
|
|
Allergan, Inc. 2011 Incentive Award Plan (formerly known as the Allergan, Inc. 2008 Incentive Award Plan) (incorporated by reference to Annex B to Allergan, Inc.'s Proxy Statement filed on March 8, 2011)
|
|
|
|
10.33
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.34
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.35
|
|
Form of Restricted Stock Award Grant Notice for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.8 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.36
|
|
Form of Restricted Stock Unit Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.9 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.37
|
|
Form of Restricted Stock Unit Award Grant Notice for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Award Grant Notice for Non-Employees Directors under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
10.39
|
|
Form of Restricted Stock Unit Award Grant Notice for Non-Employees Directors under the Allergan, Inc. 2011 Incentive Award Plan
|
|
|
|
10.40
|
|
Form of Performance-Based Restricted Stock Unit Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan
|
|
|
|
10.41
|
|
Amended and Restated Credit Agreement, dated as of October 28, 2011, among Allergan, Inc. as Borrower and Guarantor, the Eligible Subsidiaries referred to therein, as Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A, as Administrative Agent, Citibank N.A., as Syndication Agent and Bank of America, N.A., as Documentation Agent (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on October 31, 2011)
|
|
|
|
10.42
|
|
Botox
®
- China License Agreement, dated as of September 30, 2005, among Allergan, Inc., Allergan Sales, LLC and Glaxo Group Limited (incorporated by reference to Exhibit 10.51* to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 30, 2005)
|
|
|
|
10.43
|
|
Amendment No. 1 to
Botox
®
- China License Agreement, dated as of March 9, 2010, among Allergan, Inc., Allergan Sales, LLC, Allergan Pharmaceuticals Holdings (Ireland) Ltd., Allergan
Botox
Limited, Allergan Pharmaceuticals Ireland, and Glaxo Group Limited (incorporated by reference to Exhibit 10.1* to Allergan, Inc.'s Current Report on Form 8-K filed on March 11, 2010)
|
|
|
|
10.44
|
|
Botox
®
- Japan License Agreement, dated as of September 30, 2005, among Allergan, Inc., Allergan Sales, LLC and Glaxo Group Limited (incorporated by reference to Exhibit 10.52* to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 30, 2005)
|
|
|
|
10.45
|
|
Amendment No. 1 to
Botox
®
- Japan License Agreement, dated as of March 9, 2010, among Allergan, Inc., Allergan Sales, LLC, Allergan K.K., Allergan NK, and Glaxo Group Limited (incorporated by reference to Exhibit 10.2* to Allergan, Inc.'s Current Report on Form 8-K filed on March 11, 2010)
|
|
|
|
10.46
|
|
Amended and Restated License, Commercialization and Supply Agreement, dated as of September 18, 2007, between Esprit Pharma, Inc. and Indevus Pharmaceuticals, Inc. (incorporated by reference and included as Exhibit C* to Exhibit 2.1 to Allergan, Inc.'s Current Report on Form 8-K/A filed on September 24, 2007)
|
|
|
|
10.47
|
|
First Amendment to Amended and Restated License, Commercialization and Supply Agreement, dated as of January 9, 2009, between Allergan USA, Inc. and Indevus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.60 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
10.48
|
|
License, Development, Supply and Distribution Agreement, dated as of October 28, 2008, among Allergan, Inc., Allergan Sales, LLC, Allergan USA, Inc. and Spectrum Pharmaceuticals, Inc.* (incorporated by reference to Exhibit 10.61 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
10.49
|
|
First Amendment to License, Development, Supply and Distribution Agreement, dated as of April 20, 2009, among Allergan, Inc., Allergan Sales, LLC, Allergan USA, Inc. and Spectrum Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.62 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2009)
|
|
|
|
10.50
|
|
Second Amendment to License, Development, Supply and Distribution Agreement, dated as of June 13, 2011, among Allergan, Inc., Allergan Sales, LLC, Allergan USA, Inc. and Spectrum Pharmaceuticals, Inc.* (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended June 30, 2011)
|
|
|
|
10.51
|
|
License, Transfer, and Development Agreement, dated as of March 31, 2010, among Serenity Pharmaceuticals LLC and Allergan Sales, LLC, Allergan USA, Inc., and Allergan, Inc. (incorporated by reference to Exhibit 10.1* to Allergan, Inc.'s Current Report on Form 8-K filed on April 2, 2010)
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
10.52
|
|
Collaboration Agreement, dated as of January 28, 2011, among MAP Pharmaceuticals, Inc., Allergan USA, Inc., Allergan Sales, LLC and Allergan, Inc.* (incorporated by reference to Exhibit 10.55 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.53
|
|
First Amendment to Collaboration Agreement, dated May 10, 2011, among MAP Pharmaceuticals, Inc., Allergan USA, Inc., Allergan Sales, LLC and Allergan, Inc. * (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended June 30, 2011)
|
|
|
|
10.54
|
|
Co-Promotion Agreement, dated as of January 28, 2011, among MAP Pharmaceuticals, Inc., Allergan USA, Inc. and Allergan, Inc.* (incorporated by reference to Exhibit 10.56 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.55
|
|
Agreement and Plan of Merger, dated as of July 18, 2011, among Allergan, Inc., Erythema Acquisition, Inc., Vicept Therapeutics, Inc. and the Shareholders' Representative * (incorporated by reference to Exhibit 2.1 to Allergan, Inc.'s Current Report on Form 8-K filed on July 22, 2011)
|
|
|
|
10.56
|
|
Letter of Understanding, dated as of August 1, 2010, between Allergan, Inc. and Douglas S. Ingram (incorporated by reference to Exhibit 10.66 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended June 30, 2010)
|
|
|
|
10.57
|
|
Settlement Agreement, dated as of August 31, 2010, among Allergan, Inc., Allergan USA, Inc., the United States Department of Justice and the other parties listed therein (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on September 1, 2010)
|
|
|
|
10.58
|
|
Corporate Integrity Agreement, dated as of August 30, 2010, between Allergan, Inc. and the Office of Inspector General of the Department of Health and Human Services (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 1, 2010)
|
|
|
|
10.59
|
|
Plea Agreement, dated as of October 5, 2010, between Allergan, Inc. and the United States Attorney's Office for the Northern District of Georgia as counsel for the United States (incorporated by reference to Exhibit 10.70 to Allergan, Inc.'s Current Report on Form 10-Q for the Quarter ended September 30, 2011)
|
|
|
|
21
|
|
List of Subsidiaries of Allergan, Inc.
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
32
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
101
|
|
The following financial statements are from Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Earnings; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements
|
A
LLERGAN
, I
NC
.
|
|
|
|
|
|
By
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
David E.I. Pyott
|
|
|
Chairman of the Board,
President and
Chief Executive Officer
|
Date:
|
February 28, 2012
|
By
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
|
David E.I. Pyott
|
|
|
|
Chairman of the Board,
President and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ J
EFFREY
L. E
DWARDS
|
|
|
|
Jeffrey L. Edwards
|
|
|
|
Executive Vice President, Finance and Business
Development, Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ J
AMES
F. B
ARLOW
|
|
|
|
James F. Barlow
|
|
|
|
Senior Vice President, Corporate Controller
(Principal Accounting Officer)
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ H
ERBERT
W. B
OYER
|
|
|
|
Herbert W. Boyer, Ph.D.,
|
|
|
|
Vice Chairman of the Board
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ D
EBORAH
D
UNSIRE
|
|
|
|
Deborah Dunsire
,
M.D.
, Director
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ M
ICHAEL
R. G
ALLAGHER
|
|
|
|
Michael R. Gallagher
, Director
|
|
|
|
|
Date:
|
February 23, 2012
|
By
|
/
S
/ D
AWN
H
UDSON
|
|
|
|
Dawn Hudson,
Director
|
|
|
|
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ R
OBERT
A. I
NGRAM
|
|
|
|
Robert A. Ingram,
Director
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ T
REVOR
M. J
ONES
|
|
|
|
Trevor M. Jones, Ph.D.,
Director
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ L
OUIS
J. L
AVIGNE
, J
R
.
|
|
|
|
Louis J. Lavigne, Jr.,
Director
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ R
USSELL
T. R
AY
|
|
|
|
Russell T. Ray,
Director
|
|
|
|
|
Date:
|
February 28, 2012
|
By
|
/
S
/ S
TEPHEN
J. R
YAN
|
|
|
|
Stephen J. Ryan, M.D.,
Director
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Allergan;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Allergan are being made only in accordance with authorizations of management and directors of Allergan; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Allergan’s assets that could have a material effect on the financial statements.
|
/s/ Ernst & Young LLP
|
/s/ Ernst & Young LLP
|
|
As of December 31,
|
||||||
|
2011
|
|
2010
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
2,406.1
|
|
|
$
|
1,991.2
|
|
Short-term investments
|
179.9
|
|
|
749.1
|
|
||
Trade receivables, net
|
730.6
|
|
|
647.3
|
|
||
Inventories
|
249.7
|
|
|
229.4
|
|
||
Other current assets
|
482.0
|
|
|
376.7
|
|
||
Total current assets
|
4,048.3
|
|
|
3,993.7
|
|
||
Investments and other assets
|
247.1
|
|
|
261.4
|
|
||
Deferred tax assets
|
152.6
|
|
|
217.8
|
|
||
Property, plant and equipment, net
|
807.0
|
|
|
800.6
|
|
||
Goodwill
|
2,088.4
|
|
|
2,038.6
|
|
||
Intangibles, net
|
1,165.2
|
|
|
996.0
|
|
||
Total assets
|
$
|
8,508.6
|
|
|
$
|
8,308.1
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Notes payable
|
$
|
83.9
|
|
|
$
|
28.1
|
|
Convertible notes
|
—
|
|
|
642.5
|
|
||
Accounts payable
|
200.4
|
|
|
222.5
|
|
||
Accrued compensation
|
200.6
|
|
|
182.4
|
|
||
Other accrued expenses
|
470.1
|
|
|
436.8
|
|
||
Income taxes
|
—
|
|
|
16.1
|
|
||
Total current liabilities
|
955.0
|
|
|
1,528.4
|
|
||
Long-term debt
|
1,515.4
|
|
|
1,534.2
|
|
||
Other liabilities
|
705.8
|
|
|
464.4
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Allergan, Inc. stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; authorized 500,000,000 shares; issued 307,527,460 and 307,511,888 shares as of December 31, 2011 and 2010, respectively
|
3.1
|
|
|
3.1
|
|
||
Additional paid-in capital
|
2,761.8
|
|
|
2,815.5
|
|
||
Accumulated other comprehensive loss
|
(241.4
|
)
|
|
(152.9
|
)
|
||
Retained earnings
|
2,969.3
|
|
|
2,225.9
|
|
||
|
5,492.8
|
|
|
4,891.6
|
|
||
Less treasury stock, at cost (2,254,935 and 1,986,822 shares as of December 31, 2011 and 2010, respectively)
|
(183.2
|
)
|
|
(133.9
|
)
|
||
Total stockholders’ equity
|
5,309.6
|
|
|
4,757.7
|
|
||
Noncontrolling interest
|
22.8
|
|
|
23.4
|
|
||
Total equity
|
5,332.4
|
|
|
4,781.1
|
|
||
Total liabilities and equity
|
$
|
8,508.6
|
|
|
$
|
8,308.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product net sales
|
$
|
5,347.1
|
|
|
$
|
4,819.6
|
|
|
$
|
4,447.6
|
|
Other revenues
|
72.0
|
|
|
99.8
|
|
|
56.0
|
|
|||
Total revenues
|
5,419.1
|
|
|
4,919.4
|
|
|
4,503.6
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales (excludes amortization of acquired intangible assets)
|
748.7
|
|
|
722.0
|
|
|
750.9
|
|
|||
Selling, general and administrative
|
2,246.6
|
|
|
2,017.6
|
|
|
1,921.5
|
|
|||
Research and development
|
902.8
|
|
|
804.6
|
|
|
706.0
|
|
|||
Amortization of acquired intangible assets
|
127.6
|
|
|
138.0
|
|
|
146.3
|
|
|||
Legal settlement
|
—
|
|
|
609.2
|
|
|
—
|
|
|||
Impairment of intangible assets and related costs
|
23.7
|
|
|
369.1
|
|
|
—
|
|
|||
Restructuring charges
|
4.6
|
|
|
0.3
|
|
|
50.9
|
|
|||
Operating income
|
1,365.1
|
|
|
258.6
|
|
|
928.0
|
|
|||
|
|
|
|
|
|
||||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|||
Interest income
|
6.9
|
|
|
7.3
|
|
|
7.0
|
|
|||
Interest expense
|
(71.8
|
)
|
|
(78.7
|
)
|
|
(76.9
|
)
|
|||
Gain on investments, net
|
—
|
|
|
—
|
|
|
24.6
|
|
|||
Other, net
|
(0.5
|
)
|
|
(16.4
|
)
|
|
(34.2
|
)
|
|||
|
(65.4
|
)
|
|
(87.8
|
)
|
|
(79.5
|
)
|
|||
|
|
|
|
|
|
||||||
Earnings before income taxes
|
1,299.7
|
|
|
170.8
|
|
|
848.5
|
|
|||
Provision for income taxes
|
361.6
|
|
|
165.9
|
|
|
224.7
|
|
|||
|
|
|
|
|
|
||||||
Net earnings
|
938.1
|
|
|
4.9
|
|
|
623.8
|
|
|||
Net earnings attributable to noncontrolling interest
|
3.6
|
|
|
4.3
|
|
|
2.5
|
|
|||
Net earnings attributable to Allergan, Inc.
|
$
|
934.5
|
|
|
$
|
0.6
|
|
|
$
|
621.3
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.07
|
|
|
$
|
0.00
|
|
|
$
|
2.05
|
|
Diluted
|
$
|
3.01
|
|
|
$
|
0.00
|
|
|
$
|
2.03
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|
Comprehensive
Income
(Loss)
|
||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
Balance December 31, 2008
|
307.5
|
|
|
$
|
3.1
|
|
|
$
|
2,596.6
|
|
|
$
|
(198.7
|
)
|
|
$
|
1,842.1
|
|
|
(3.4
|
)
|
|
$
|
(192.4
|
)
|
|
$
|
1.8
|
|
|
$
|
4,052.5
|
|
|
|
||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
621.3
|
|
|
|
|
|
|
|
|
2.5
|
|
|
623.8
|
|
|
$
|
623.8
|
|
|||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pension and postretirement benefit plan adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net gain
|
|
|
|
|
|
|
48.9
|
|
|
|
|
|
|
|
|
|
|
|
|
48.9
|
|
||||||||||||||||
Amortization
|
|
|
|
|
|
|
9.2
|
|
|
|
|
|
|
|
|
|
|
|
|
9.2
|
|
||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
37.2
|
|
|
|
|
|
|
|
|
1.7
|
|
|
|
|
38.9
|
|
|||||||||||||||
Amortization of deferred holding gains on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
||||||||||||||||
Unrealized gain on investments
|
|
|
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97.6
|
|
|
97.6
|
|
||||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
721.4
|
|
||||||||||||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(60.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(60.9
|
)
|
|
|
|||||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.5
|
)
|
|
2.2
|
|
|
101.0
|
|
|
|
|
|
65.5
|
|
|
|
|||||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
7.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.3
|
|
|
|
|||||||||
Activity under other stock plans
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|
0.2
|
|
|
11.5
|
|
|
|
|
|
8.9
|
|
|
|
|||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.0
|
)
|
|
(105.5
|
)
|
|
|
|
|
(105.5
|
)
|
|
|
|||||||||
Stock-based award activity
|
|
|
|
|
|
|
126.4
|
|
|
|
|
|
(7.7
|
)
|
|
(0.1
|
)
|
|
20.9
|
|
|
|
|
|
139.6
|
|
|
|
|||||||||
Noncontrolling interest from an acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.7
|
|
|
16.7
|
|
|
|
|||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|
|
|||||||||
Balance December 31, 2009
|
307.5
|
|
|
3.1
|
|
|
2,730.3
|
|
|
(102.8
|
)
|
|
2,356.7
|
|
|
(3.1
|
)
|
|
(164.5
|
)
|
|
21.1
|
|
|
4,843.9
|
|
|
|
|||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
4.3
|
|
|
4.9
|
|
|
$
|
4.9
|
|
|||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pension and postretirement benefit plan adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net losses
|
|
|
|
|
|
|
(53.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(53.5
|
)
|
||||||||||||||||
Amortization
|
|
|
|
|
|
|
8.2
|
|
|
|
|
|
|
|
|
|
|
|
|
8.2
|
|
||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
(3.2
|
)
|
|||||||||||||||
Amortization of deferred holding gains on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49.3
|
)
|
|
(49.3
|
)
|
||||||||||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(44.4
|
)
|
||||||||||||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(60.9
|
)
|
|
|
|
|
|
|
|
|
|
|
(60.9
|
)
|
|
|
|||||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
(73.9
|
)
|
|
5.4
|
|
|
305.1
|
|
|
|
|
|
231.2
|
|
|
|
|||||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
27.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27.1
|
|
|
|
|||||||||
Activity under other stock plans
|
|
|
|
|
|
|
2.6
|
|
|
|
|
|
0.7
|
|
|
0.1
|
|
|
3.9
|
|
|
|
|
|
7.2
|
|
|
|
|||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.5
|
)
|
|
(286.0
|
)
|
|
|
|
|
(286.0
|
)
|
|
|
|||||||||
Stock-based award activity
|
|
|
|
|
|
|
55.5
|
|
|
|
|
|
2.7
|
|
|
0.1
|
|
|
7.6
|
|
|
|
|
|
65.8
|
|
|
|
|||||||||
Noncontrolling interest from an acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
|
|||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|
|
|||||||||
Balance December 31, 2010
|
307.5
|
|
|
3.1
|
|
|
2,815.5
|
|
|
(152.9
|
)
|
|
2,225.9
|
|
|
(2.0
|
)
|
|
(133.9
|
)
|
|
23.4
|
|
|
4,781.1
|
|
|
|
|||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
934.5
|
|
|
|
|
|
|
|
|
3.6
|
|
|
938.1
|
|
|
$
|
938.1
|
|
|||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Pension and postretirement benefit plan adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net losses
|
|
|
|
|
|
|
(62.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(62.7
|
)
|
||||||||||||||||
Net gain on remeasurement of postretirement benefit plan liability
|
|
|
|
|
|
|
13.1
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1
|
|
||||||||||||||||
Amortization
|
|
|
|
|
|
|
12.7
|
|
|
|
|
|
|
|
|
|
|
|
|
12.7
|
|
||||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
(41.4
|
)
|
|
|
|
|
|
|
|
(1.2
|
)
|
|
|
|
(42.6
|
)
|
|||||||||||||||
Reclassification adjustment for foreign currency translation gains included in net income from the substantially complete liquidation of an investment in a foreign subsidiary
|
|
|
|
|
|
|
(9.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(9.4
|
)
|
||||||||||||||||
Amortization of deferred holding gains on derivatives designated as cash flow hedges
|
|
|
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89.7
|
)
|
|
(89.7
|
)
|
||||||||||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
848.4
|
|
||||||||||||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(61.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(61.1
|
)
|
|
|
|||||||||
Stock options exercised
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
(131.2
|
)
|
|
5.5
|
|
|
394.5
|
|
|
|
|
|
264.0
|
|
|
|
|||||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
37.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.7
|
|
|
|
|||||||||
Activity under other stock plans
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
(0.4
|
)
|
|
|
|
6.3
|
|
|
|
|
|
6.0
|
|
|
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.0
|
)
|
|
(461.7
|
)
|
|
|
|
|
(461.7
|
)
|
|
|
|||||||||
Stock-based award activity
|
|
|
|
|
|
|
67.0
|
|
|
|
|
|
1.6
|
|
|
0.2
|
|
|
11.6
|
|
|
|
|
|
80.2
|
|
|
|
|||||||||
Repurchase of equity component of convertible borrowings
|
|
|
|
|
|
|
(159.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(159.2
|
)
|
|
|
||||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.0
|
)
|
|
(3.0
|
)
|
|
|
|||||||||
Balance December 31, 2011
|
307.5
|
|
|
$
|
3.1
|
|
|
$
|
2,761.8
|
|
|
$
|
(241.4
|
)
|
|
$
|
2,969.3
|
|
|
(2.3
|
)
|
|
$
|
(183.2
|
)
|
|
$
|
22.8
|
|
|
$
|
5,332.4
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
938.1
|
|
|
$
|
4.9
|
|
|
$
|
623.8
|
|
Non-cash items included in net earnings:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
253.4
|
|
|
257.1
|
|
|
262.1
|
|
|||
Amortization of original issue discount and debt issuance costs
|
9.7
|
|
|
28.4
|
|
|
27.5
|
|
|||
Amortization of net realized gain on interest rate swap
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|||
Deferred income tax benefit
|
(68.9
|
)
|
|
(249.1
|
)
|
|
(112.8
|
)
|
|||
Loss on disposal and impairment of assets
|
—
|
|
|
17.9
|
|
|
3.8
|
|
|||
Loss on extinguishment of convertible debt
|
—
|
|
|
—
|
|
|
5.3
|
|
|||
Unrealized (gain) loss on derivative instruments
|
(11.1
|
)
|
|
7.6
|
|
|
13.6
|
|
|||
Expense of share-based compensation plans
|
86.3
|
|
|
73.9
|
|
|
151.9
|
|
|||
Legal settlement
|
—
|
|
|
15.2
|
|
|
—
|
|
|||
Impairment of intangible assets and related costs
|
20.4
|
|
|
369.1
|
|
|
—
|
|
|||
Expense from changes in fair value of contingent consideration
|
11.9
|
|
|
7.9
|
|
|
—
|
|
|||
Restructuring charges
|
4.6
|
|
|
0.3
|
|
|
50.9
|
|
|||
Loss (gain) on investments, net
|
1.3
|
|
|
—
|
|
|
(24.6
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade receivables
|
(105.6
|
)
|
|
(71.4
|
)
|
|
(17.7
|
)
|
|||
Inventories
|
(24.0
|
)
|
|
(5.6
|
)
|
|
67.7
|
|
|||
Other current assets
|
(33.1
|
)
|
|
7.3
|
|
|
4.9
|
|
|||
Other non-current assets
|
(13.4
|
)
|
|
(18.6
|
)
|
|
(20.3
|
)
|
|||
Accounts payable
|
(19.3
|
)
|
|
8.6
|
|
|
22.5
|
|
|||
Accrued expenses
|
39.1
|
|
|
34.4
|
|
|
16.2
|
|
|||
Income taxes
|
(19.8
|
)
|
|
(17.6
|
)
|
|
(1.6
|
)
|
|||
Other liabilities
|
13.6
|
|
|
(5.1
|
)
|
|
41.4
|
|
|||
Net cash provided by operating activities
|
1,081.9
|
|
|
463.9
|
|
|
1,113.3
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of short-term investments
|
(571.1
|
)
|
|
(824.1
|
)
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(101.4
|
)
|
|
(69.8
|
)
|
|
(12.8
|
)
|
|||
Additions to property, plant and equipment
|
(118.6
|
)
|
|
(102.8
|
)
|
|
(95.8
|
)
|
|||
Additions to capitalized software
|
(11.2
|
)
|
|
(13.3
|
)
|
|
(26.6
|
)
|
|||
Additions to intangible assets
|
(0.3
|
)
|
|
(40.9
|
)
|
|
(3.3
|
)
|
|||
Contractual purchase price adjustments to prior acquisitions
|
—
|
|
|
(1.7
|
)
|
|
11.6
|
|
|||
Proceeds from maturities of short-term investments
|
1,140.3
|
|
|
75.0
|
|
|
—
|
|
|||
Proceeds from sale of equity investments
|
1.9
|
|
|
—
|
|
|
28.2
|
|
|||
Proceeds from sale of property, plant and equipment
|
1.2
|
|
|
0.4
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
340.8
|
|
|
(977.2
|
)
|
|
(98.7
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayments of convertible borrowings
|
(808.9
|
)
|
|
—
|
|
|
(98.3
|
)
|
|||
Dividends to stockholders
|
(61.1
|
)
|
|
(60.6
|
)
|
|
(60.6
|
)
|
|||
Payments to acquire treasury stock
|
(461.7
|
)
|
|
(286.0
|
)
|
|
(105.5
|
)
|
|||
Payments of contingent consideration
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net borrowings of notes payable
|
30.7
|
|
|
6.6
|
|
|
12.1
|
|
|||
Debt issuance costs
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior notes, net of discount
|
—
|
|
|
648.0
|
|
|
—
|
|
|||
Sale of stock to employees
|
264.0
|
|
|
234.0
|
|
|
63.5
|
|
|||
Excess tax benefits from share-based compensation
|
37.7
|
|
|
27.1
|
|
|
7.3
|
|
|||
Net cash (used in) provided by financing activities
|
(1,002.3
|
)
|
|
563.0
|
|
|
(181.5
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and equivalents
|
(5.5
|
)
|
|
(5.6
|
)
|
|
3.6
|
|
|||
Net increase in cash and equivalents
|
414.9
|
|
|
44.1
|
|
|
836.7
|
|
|||
Cash and equivalents at beginning of period
|
1,991.2
|
|
|
1,947.1
|
|
|
1,110.4
|
|
|||
Cash and equivalents at end of period
|
$
|
2,406.1
|
|
|
$
|
1,991.2
|
|
|
$
|
1,947.1
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|||
Interest (net of amount capitalized)
|
$
|
64.5
|
|
|
$
|
48.0
|
|
|
$
|
53.7
|
|
Income taxes, net of refunds
|
$
|
399.3
|
|
|
$
|
410.8
|
|
|
$
|
332.6
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
Trade receivables, net
|
|
|
|
||||
Trade receivables
|
$
|
793.7
|
|
|
$
|
699.4
|
|
Less allowance for sales returns — medical device products
|
31.2
|
|
|
23.1
|
|
||
Less allowance for doubtful accounts
|
31.9
|
|
|
29.0
|
|
||
|
$
|
730.6
|
|
|
$
|
647.3
|
|
|
|
|
|
||||
Inventories
|
|
|
|
||||
Finished products
|
$
|
167.1
|
|
|
$
|
148.2
|
|
Work in process
|
37.5
|
|
|
41.1
|
|
||
Raw materials
|
45.1
|
|
|
40.1
|
|
||
|
$
|
249.7
|
|
|
$
|
229.4
|
|
|
|
|
|
||||
Other current assets
|
|
|
|
|
|
||
Prepaid expenses
|
$
|
99.8
|
|
|
$
|
64.7
|
|
Deferred taxes
|
305.6
|
|
|
277.7
|
|
||
Other
|
76.6
|
|
|
34.3
|
|
||
|
$
|
482.0
|
|
|
$
|
376.7
|
|
|
|
|
|
||||
Investments and other assets
|
|
|
|
|
|
||
Deferred executive compensation investments
|
$
|
70.9
|
|
|
$
|
64.9
|
|
Capitalized software
|
57.8
|
|
|
75.3
|
|
||
Prepaid pensions
|
3.5
|
|
|
7.5
|
|
||
Prepaid royalties
|
4.9
|
|
|
8.5
|
|
||
Interest rate swap fair value
|
48.1
|
|
|
42.3
|
|
||
Debt issuance costs
|
9.5
|
|
|
10.0
|
|
||
Non-marketable equity investments
|
9.0
|
|
|
7.7
|
|
||
Other
|
43.4
|
|
|
45.2
|
|
||
|
$
|
247.1
|
|
|
$
|
261.4
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
Property, plant and equipment, net
|
|
|
|
|
|
||
Land
|
$
|
58.9
|
|
|
$
|
58.9
|
|
Buildings
|
816.5
|
|
|
773.6
|
|
||
Machinery and equipment
|
653.8
|
|
|
614.8
|
|
||
|
1,529.2
|
|
|
1,447.3
|
|
||
Less accumulated depreciation
|
722.2
|
|
|
646.7
|
|
||
|
$
|
807.0
|
|
|
$
|
800.6
|
|
|
|
|
|
||||
Other accrued expenses
|
|
|
|
|
|
||
Sales rebates and other incentive programs
|
$
|
249.1
|
|
|
$
|
186.5
|
|
Royalties
|
27.0
|
|
|
34.6
|
|
||
Interest
|
15.0
|
|
|
17.3
|
|
||
Sales returns — specialty pharmaceutical products
|
37.3
|
|
|
29.2
|
|
||
Legal settlement expenses
|
—
|
|
|
15.2
|
|
||
Product warranties — breast implant products
|
6.5
|
|
|
6.7
|
|
||
Contingent consideration
|
4.9
|
|
|
—
|
|
||
Other
|
130.3
|
|
|
147.3
|
|
||
|
$
|
470.1
|
|
|
$
|
436.8
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
|
|
||
Postretirement benefit plan
|
$
|
41.3
|
|
|
$
|
56.5
|
|
Qualified and non-qualified pension plans
|
204.4
|
|
|
152.1
|
|
||
Deferred executive compensation
|
75.0
|
|
|
68.9
|
|
||
Deferred income
|
81.1
|
|
|
87.8
|
|
||
Contingent consideration
|
209.7
|
|
|
41.3
|
|
||
Product warranties — breast implant products
|
26.1
|
|
|
23.4
|
|
||
Unrecognized tax benefit liabilities
|
39.3
|
|
|
15.9
|
|
||
Other
|
28.9
|
|
|
18.5
|
|
||
|
$
|
705.8
|
|
|
$
|
464.4
|
|
|
|
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
$
|
(33.5
|
)
|
|
$
|
17.3
|
|
Deferred holding gains on derivative instruments, net of taxes of $2.3 million and $2.8 million for 2011 and 2010, respectively
|
3.3
|
|
|
4.1
|
|
||
Actuarial losses not yet recognized as a component of pension and postretirement benefit plan costs, net of taxes of $106.3 million and $93.9 million for 2011 and 2010, respectively
|
(211.2
|
)
|
|
(174.3
|
)
|
||
|
$
|
(241.4
|
)
|
|
$
|
(152.9
|
)
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||||||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Weighted
Average
Amortization
Period
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Weighted
Average
Amortization
Period
|
|||||||||
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|
(in years)
|
|||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
|||||||||||||
Developed technology
|
$
|
1,111.0
|
|
|
$
|
(435.1
|
)
|
|
13.5
|
|
$
|
1,129.6
|
|
|
$
|
(353.2
|
)
|
|
13.4
|
|
Customer relationships
|
42.3
|
|
|
(42.3
|
)
|
|
3.1
|
|
42.3
|
|
|
(42.3
|
)
|
|
3.1
|
|
||||
Licensing
|
185.8
|
|
|
(137.2
|
)
|
|
9.3
|
|
185.6
|
|
|
(116.7
|
)
|
|
9.3
|
|
||||
Trademarks
|
26.7
|
|
|
(25.0
|
)
|
|
6.2
|
|
27.4
|
|
|
(24.2
|
)
|
|
6.3
|
|
||||
Core technology
|
181.3
|
|
|
(71.4
|
)
|
|
15.2
|
|
189.6
|
|
|
(61.5
|
)
|
|
15.2
|
|
||||
Other
|
38.5
|
|
|
(5.4
|
)
|
|
6.9
|
|
17.0
|
|
|
(1.9
|
)
|
|
9.1
|
|
||||
|
1,585.6
|
|
|
(716.4
|
)
|
|
12.6
|
|
1,591.5
|
|
|
(599.8
|
)
|
|
12.7
|
|
||||
Unamortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
In-process research and development
|
296.0
|
|
|
—
|
|
|
|
|
4.3
|
|
|
—
|
|
|
|
|
||||
|
$
|
1,881.6
|
|
|
$
|
(716.4
|
)
|
|
|
|
$
|
1,595.8
|
|
|
$
|
(599.8
|
)
|
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Developed technology
|
$
|
89.6
|
|
|
$
|
97.4
|
|
|
$
|
101.4
|
|
Customer relationships
|
—
|
|
|
0.3
|
|
|
4.2
|
|
|||
Licensing
|
20.4
|
|
|
22.1
|
|
|
23.2
|
|
|||
Trademarks
|
1.4
|
|
|
4.4
|
|
|
4.4
|
|
|||
Core technology
|
12.3
|
|
|
12.4
|
|
|
12.7
|
|
|||
Other
|
3.9
|
|
|
1.4
|
|
|
0.4
|
|
|||
|
$
|
127.6
|
|
|
$
|
138.0
|
|
|
$
|
146.3
|
|
|
Specialty
Pharmaceuticals
|
|
Medical
Devices
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Balance at December 31, 2009
|
$
|
73.2
|
|
|
$
|
1,925.1
|
|
|
$
|
1,998.3
|
|
Purchase of distributor’s business in Turkey
|
31.5
|
|
|
—
|
|
|
31.5
|
|
|||
Serica acquisition
|
—
|
|
|
13.2
|
|
|
13.2
|
|
|||
Samil acquisition contractual purchase price adjustment
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||
Foreign exchange translation effects and other
|
—
|
|
|
(6.1
|
)
|
|
(6.1
|
)
|
|||
Balance at December 31, 2010
|
106.4
|
|
|
1,932.2
|
|
|
2,038.6
|
|
|||
Vicept acquisition
|
49.4
|
|
|
—
|
|
|
49.4
|
|
|||
Precision Light acquisition
|
—
|
|
|
6.8
|
|
|
6.8
|
|
|||
Purchase of distributor’s business in South Africa
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|||
Alacer acquisition
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||
Foreign exchange translation effects
|
(7.3
|
)
|
|
(3.0
|
)
|
|
(10.3
|
)
|
|||
Balance at December 31, 2011
|
$
|
150.1
|
|
|
$
|
1,938.3
|
|
|
$
|
2,088.4
|
|
|
2011
Average
Effective
Interest
Rate
|
|
December 31,
2011
|
|
2010
Average
Effective
Interest
Rate
|
|
December 31,
2010
|
||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||
Bank loans
|
10.05
|
%
|
|
$
|
58.9
|
|
|
6.80
|
%
|
|
$
|
28.1
|
|
Medium term notes; maturing 2012
|
7.47
|
%
|
|
25.0
|
|
|
7.47
|
%
|
|
25.0
|
|
||
Real estate mortgage; maturing 2017
|
5.65
|
%
|
|
20.0
|
|
|
5.65
|
%
|
|
20.0
|
|
||
Senior notes due 2016
|
5.79
|
%
|
|
799.0
|
|
|
5.79
|
%
|
|
798.8
|
|
||
Senior notes due 2020
|
3.41
|
%
|
|
648.3
|
|
|
3.41
|
%
|
|
648.1
|
|
||
Interest rate swap fair value adjustment
|
|
|
|
48.1
|
|
|
|
|
|
42.3
|
|
||
|
|
|
|
1,599.3
|
|
|
|
|
|
1,562.3
|
|
||
Less current maturities
|
|
|
|
83.9
|
|
|
|
|
|
28.1
|
|
||
Total long-term debt
|
|
|
|
$
|
1,515.4
|
|
|
|
|
|
$
|
1,534.2
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
690.0
|
|
|
$
|
103.3
|
|
|
$
|
394.3
|
|
Non-U.S.
|
609.7
|
|
|
67.5
|
|
|
454.2
|
|
|||
Total
|
$
|
1,299.7
|
|
|
$
|
170.8
|
|
|
$
|
848.5
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Statutory rate of tax expense
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of U.S. tax benefit
|
1.6
|
|
|
20.4
|
|
|
3.3
|
|
Tax differential on foreign earnings
|
(9.1
|
)
|
|
28.4
|
|
|
(11.2
|
)
|
Other credits (R&D)
|
(2.0
|
)
|
|
(15.9
|
)
|
|
(4.3
|
)
|
Tax audit settlements/adjustments
|
1.5
|
|
|
6.0
|
|
|
1.3
|
|
Legal settlement
|
—
|
|
|
18.8
|
|
|
—
|
|
Other
|
0.8
|
|
|
4.4
|
|
|
2.4
|
|
Effective tax rate
|
27.8
|
%
|
|
97.1
|
%
|
|
26.5
|
%
|
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
Deferred tax assets
|
|
||||||
Net operating loss carryforwards/carrybacks
|
$
|
44.7
|
|
|
$
|
40.3
|
|
Accrued expenses
|
105.6
|
|
|
103.3
|
|
||
Capitalized expenses
|
136.2
|
|
|
104.4
|
|
||
Deferred compensation
|
35.7
|
|
|
30.2
|
|
||
Medicare, Medicaid and other accrued health care rebates
|
69.0
|
|
|
48.6
|
|
||
Postretirement medical benefits
|
16.1
|
|
|
20.6
|
|
||
Capitalized intangible assets
|
49.9
|
|
|
83.3
|
|
||
Deferred revenue
|
17.2
|
|
|
13.1
|
|
||
Inventory reserves and adjustments
|
80.3
|
|
|
75.8
|
|
||
Share-based compensation awards
|
86.6
|
|
|
88.0
|
|
||
Unbilled costs
|
25.5
|
|
|
23.6
|
|
||
Pension plans
|
67.7
|
|
|
52.6
|
|
||
All other
|
50.0
|
|
|
50.2
|
|
||
|
784.5
|
|
|
734.0
|
|
||
Less: valuation allowance
|
(14.9
|
)
|
|
(4.3
|
)
|
||
Total deferred tax assets
|
769.6
|
|
|
729.7
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
||
Depreciation
|
15.5
|
|
|
15.0
|
|
||
Developed and core technology intangible assets
|
188.3
|
|
|
213.7
|
|
||
In-process R&D
|
107.6
|
|
|
—
|
|
||
All other
|
—
|
|
|
5.5
|
|
||
Total deferred tax liabilities
|
311.4
|
|
|
234.2
|
|
||
Net deferred tax assets
|
$
|
458.2
|
|
|
$
|
495.5
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
32.5
|
|
|
$
|
39.3
|
|
|
$
|
47.5
|
|
Gross increase as a result of positions taken in a prior year
|
21.8
|
|
|
15.0
|
|
|
20.5
|
|
|||
Gross decrease as a result of positions taken in a prior year
|
(8.5
|
)
|
|
(13.4
|
)
|
|
(21.0
|
)
|
|||
Gross increase as a result of positions taken in current year
|
16.9
|
|
|
10.5
|
|
|
0.1
|
|
|||
Gross decrease as a result of positions taken in current year
|
(6.0
|
)
|
|
(4.3
|
)
|
|
—
|
|
|||
Decreases related to settlements
|
(3.7
|
)
|
|
(14.6
|
)
|
|
(7.8
|
)
|
|||
Balance, end of year
|
$
|
53.0
|
|
|
$
|
32.5
|
|
|
$
|
39.3
|
|
Major Jurisdictions
|
Open Years
|
U.S. Federal
|
2005 - 2010
|
California
|
2000 - 2010
|
Brazil
|
2006 - 2010
|
Canada
|
2004 - 2010
|
France
|
2009 - 2010
|
Germany
|
2009 - 2010
|
Italy
|
2006 - 2010
|
Ireland
|
2004 - 2010
|
Spain
|
2007 - 2010
|
United Kingdom
|
2010
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
23.7
|
|
|
$
|
20.2
|
|
|
$
|
23.0
|
|
|
$
|
1.9
|
|
|
$
|
2.2
|
|
|
$
|
1.6
|
|
Interest cost
|
42.6
|
|
|
38.6
|
|
|
37.3
|
|
|
2.6
|
|
|
3.3
|
|
|
2.4
|
|
||||||
Expected return on plan assets
|
(44.3
|
)
|
|
(46.0
|
)
|
|
(42.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs (credits)
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
(1.6
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Recognized net actuarial losses
|
17.3
|
|
|
10.2
|
|
|
12.6
|
|
|
1.1
|
|
|
1.1
|
|
|
0.1
|
|
||||||
Net periodic benefit cost
|
$
|
39.4
|
|
|
$
|
23.1
|
|
|
$
|
30.1
|
|
|
$
|
4.0
|
|
|
$
|
6.3
|
|
|
$
|
3.8
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
|
(in millions)
|
||||||||||||||
Change in Projected Benefit Obligation
|
|
||||||||||||||
Projected benefit obligation, beginning of year
|
$
|
774.0
|
|
|
$
|
655.2
|
|
|
$
|
57.9
|
|
|
$
|
42.1
|
|
Service cost
|
23.7
|
|
|
20.2
|
|
|
1.9
|
|
|
2.2
|
|
||||
Interest cost
|
42.6
|
|
|
38.6
|
|
|
2.6
|
|
|
3.3
|
|
||||
Participant contributions
|
1.6
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Plan changes
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
|
—
|
|
||||
Actuarial losses
|
113.2
|
|
|
81.2
|
|
|
3.8
|
|
|
11.4
|
|
||||
Benefits paid
|
(16.1
|
)
|
|
(14.8
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Impact of foreign currency translation
|
(5.8
|
)
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation, end of year
|
933.2
|
|
|
774.0
|
|
|
42.5
|
|
|
57.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
627.2
|
|
|
559.9
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
74.2
|
|
|
67.7
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
48.7
|
|
|
21.4
|
|
|
1.1
|
|
|
1.1
|
|
||||
Participant contributions
|
1.6
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(16.1
|
)
|
|
(14.8
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||
Impact of foreign currency translation
|
(5.7
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
729.9
|
|
|
627.2
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans
|
$
|
(203.3
|
)
|
|
$
|
(146.8
|
)
|
|
$
|
(42.5
|
)
|
|
$
|
(57.9
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
|
(in millions)
|
||||||||||||||
Investments and other assets
|
$
|
3.5
|
|
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation
|
(2.4
|
)
|
|
(2.2
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
||||
Other liabilities
|
(204.4
|
)
|
|
(152.1
|
)
|
|
(41.3
|
)
|
|
(56.5
|
)
|
||||
Net accrued benefit costs
|
$
|
(203.3
|
)
|
|
$
|
(146.8
|
)
|
|
$
|
(42.5
|
)
|
|
$
|
(57.9
|
)
|
|
Projected Benefit
Obligation
Exceeds
the Fair Value of
Plan Assets
|
|
Accumulated
Benefit
Obligation
Exceeds the Fair
Value of
Plan Assets
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
914.2
|
|
|
$
|
658.6
|
|
|
$
|
726.0
|
|
|
$
|
658.6
|
|
Accumulated benefit obligation
|
833.1
|
|
|
604.5
|
|
|
674.0
|
|
|
604.5
|
|
||||
Fair value of plan assets
|
707.3
|
|
|
504.3
|
|
|
537.6
|
|
|
504.3
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Equivalents
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. small-cap growth
|
22.5
|
|
|
22.5
|
|
|
—
|
|
|
—
|
|
||||
U.S. large-cap index
|
55.7
|
|
|
55.7
|
|
|
—
|
|
|
—
|
|
||||
International equities
|
152.4
|
|
|
152.4
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds
|
113.4
|
|
|
—
|
|
|
113.4
|
|
|
—
|
|
||||
Global corporate bonds
|
285.1
|
|
|
—
|
|
|
285.1
|
|
|
—
|
|
||||
International bond funds
|
64.4
|
|
|
—
|
|
|
64.4
|
|
|
—
|
|
||||
Global corporate bond funds
|
8.9
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
||||
International government bond funds
|
20.6
|
|
|
20.6
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
729.9
|
|
|
$
|
260.1
|
|
|
$
|
469.8
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||
For Determining Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.51
|
%
|
|
6.04
|
%
|
|
6.19
|
%
|
|
5.56
|
%
|
|
6.09
|
%
|
|
6.05
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
8.25
|
%
|
|
8.25
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
4.00
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Non-U.S. Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.57
|
%
|
|
6.16
|
%
|
|
5.71
|
%
|
|
|
|
|
|
|
|||
Expected return on plan assets
|
5.70
|
%
|
|
5.85
|
%
|
|
6.03
|
%
|
|
|
|
|
|
|
|||
Rate of compensation increase
|
3.10
|
%
|
|
3.25
|
%
|
|
4.01
|
%
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For Determining Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate
|
4.63
|
%
|
|
5.51
|
%
|
|
|
|
4.60
|
%
|
|
5.56
|
%
|
|
|
||
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
|
|
—
|
|
|
—
|
|
|
|
||
Non-U.S. Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.14
|
%
|
|
5.57
|
%
|
|
|
|
|
|
|
|
|
||||
Rate of compensation increase
|
3.04
|
%
|
|
3.10
|
%
|
|
|
|
|
|
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(in millions)
|
||||||
2012
|
$
|
22.4
|
|
|
$
|
1.2
|
|
2013
|
24.7
|
|
|
1.4
|
|
||
2014
|
27.0
|
|
|
1.6
|
|
||
2015
|
29.7
|
|
|
1.8
|
|
||
2016
|
32.8
|
|
|
2.0
|
|
||
2017 – 2021
|
217.1
|
|
|
14.0
|
|
||
|
$
|
353.7
|
|
|
$
|
22.0
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
|
(in thousands, except option exercise price and fair value data)
|
|||||||||||||||||||
Outstanding, beginning of year
|
23,856
|
|
|
$
|
51.50
|
|
|
24,897
|
|
|
$
|
47.99
|
|
|
21,238
|
|
|
$
|
48.96
|
|
Options granted
|
5,007
|
|
|
75.95
|
|
|
5,084
|
|
|
59.54
|
|
|
5,790
|
|
|
40.73
|
|
|||
Options exercised
|
(5,496
|
)
|
|
48.01
|
|
|
(5,383
|
)
|
|
43.12
|
|
|
(1,835
|
)
|
|
35.68
|
|
|||
Options cancelled
|
(716
|
)
|
|
60.35
|
|
|
(742
|
)
|
|
49.70
|
|
|
(296
|
)
|
|
52.01
|
|
|||
Outstanding, end of year
|
22,651
|
|
|
57.47
|
|
|
23,856
|
|
|
51.50
|
|
|
24,897
|
|
|
47.99
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable, end of year
|
12,414
|
|
|
53.05
|
|
|
14,485
|
|
|
51.30
|
|
|
16,628
|
|
|
48.98
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average per share fair value of options granted during the year
|
|
|
$
|
23.30
|
|
|
|
|
$
|
18.86
|
|
|
|
|
$
|
15.44
|
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
|
(in thousands, except fair value data)
|
|||||||||||||||||||
Restricted share awards, beginning of year
|
886
|
|
|
$
|
51.20
|
|
|
814
|
|
|
$
|
48.99
|
|
|
678
|
|
|
$
|
52.12
|
|
Shares granted
|
277
|
|
|
76.52
|
|
|
352
|
|
|
60.53
|
|
|
455
|
|
|
42.95
|
|
|||
Shares vested
|
(87
|
)
|
|
56.12
|
|
|
(212
|
)
|
|
58.97
|
|
|
(304
|
)
|
|
46.49
|
|
|||
Shares cancelled
|
(41
|
)
|
|
54.45
|
|
|
(68
|
)
|
|
48.70
|
|
|
(15
|
)
|
|
58.96
|
|
|||
Restricted share awards, end of year
|
1,035
|
|
|
57.38
|
|
|
886
|
|
|
51.20
|
|
|
814
|
|
|
48.99
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Employee and director stock options
|
$
|
65.6
|
|
|
$
|
56.9
|
|
|
$
|
131.2
|
|
Employee and director restricted share awards
|
15.0
|
|
|
12.5
|
|
|
12.1
|
|
|||
Stock contributed to employee benefit plans
|
5.7
|
|
|
4.5
|
|
|
8.6
|
|
|||
Pre-tax share-based compensation expense
|
86.3
|
|
|
73.9
|
|
|
151.9
|
|
|||
Income tax benefit
|
(28.5
|
)
|
|
(23.2
|
)
|
|
(50.9
|
)
|
|||
Net share-based compensation expense
|
$
|
57.8
|
|
|
$
|
50.7
|
|
|
$
|
101.0
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Cost of sales
|
$
|
7.8
|
|
|
$
|
7.6
|
|
|
$
|
12.1
|
|
Selling, general and administrative
|
56.3
|
|
|
49.7
|
|
|
101.6
|
|
|||
Research and development
|
22.2
|
|
|
16.6
|
|
|
38.2
|
|
|||
Pre-tax share-based compensation expense
|
$
|
86.3
|
|
|
$
|
73.9
|
|
|
$
|
151.9
|
|
|
2011
|
|
2010
|
|
2009
|
Expected volatility
|
27.82%
|
|
29.10%
|
|
39.82%
|
Risk-free interest rate
|
2.54%
|
|
2.73%
|
|
1.64%
|
Expected dividend yield
|
0.32%
|
|
0.37%
|
|
0.40%
|
Expected option life (in years)
|
5.85
|
|
5.79
|
|
5.71
|
|
2011
|
|
2010
|
||||||||||||
|
Notional
Principal
|
|
Fair
Value
|
|
Notional
Principal
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Foreign currency forward exchange contracts
(Receive U.S. dollar/pay foreign currency)
|
$
|
35.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
25.6
|
|
|
$
|
(0.9
|
)
|
Foreign currency forward exchange contracts
(Pay U.S. dollar/receive foreign currency)
|
39.1
|
|
|
(0.3
|
)
|
|
39.9
|
|
|
0.2
|
|
||||
Foreign currency sold — put options
|
404.7
|
|
|
26.3
|
|
|
346.4
|
|
|
10.4
|
|
|
2011
|
|
2010
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and equivalents
|
$
|
2,406.1
|
|
|
$
|
2,406.1
|
|
|
$
|
1,991.2
|
|
|
$
|
1,991.2
|
|
Short-term investments
|
179.9
|
|
|
179.9
|
|
|
749.1
|
|
|
749.1
|
|
||||
Non-current non-marketable equity investments
|
9.0
|
|
|
9.0
|
|
|
7.7
|
|
|
7.7
|
|
||||
Notes payable
|
83.9
|
|
|
84.3
|
|
|
28.1
|
|
|
28.1
|
|
||||
Convertible notes
|
—
|
|
|
—
|
|
|
642.5
|
|
|
651.1
|
|
||||
Long-term debt
|
1,515.4
|
|
|
1,689.9
|
|
|
1,534.2
|
|
|
1,612.3
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
1,171.9
|
|
|
$
|
—
|
|
|
$
|
1,171.9
|
|
|
$
|
—
|
|
Foreign time deposits
|
189.1
|
|
|
—
|
|
|
189.1
|
|
|
—
|
|
||||
Other cash equivalents
|
1,078.9
|
|
|
—
|
|
|
1,078.9
|
|
|
—
|
|
||||
Foreign exchange derivative assets
|
26.3
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
||||
Interest rate swap derivative asset
|
48.1
|
|
|
—
|
|
|
48.1
|
|
|
—
|
|
||||
Deferred executive compensation investments
|
70.9
|
|
|
58.0
|
|
|
12.9
|
|
|
—
|
|
||||
|
$
|
2,585.2
|
|
|
$
|
58.0
|
|
|
$
|
2,527.2
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange derivative liabilities
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Interest rate swap derivative liability
|
48.1
|
|
|
—
|
|
|
48.1
|
|
|
—
|
|
||||
Deferred executive compensation liabilities
|
62.3
|
|
|
49.4
|
|
|
12.9
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
214.6
|
|
|
—
|
|
|
—
|
|
|
214.6
|
|
||||
|
$
|
325.7
|
|
|
$
|
49.4
|
|
|
$
|
61.7
|
|
|
$
|
214.6
|
|
|
2011
|
|
2010
|
||||
|
(in million)
|
||||||
Balance, beginning of year
|
$
|
44.5
|
|
|
$
|
—
|
|
Additions during the period related to business combinations
|
169.2
|
|
|
36.7
|
|
||
Change in the estimated fair value of the contingent consideration liabilities
|
11.9
|
|
|
7.9
|
|
||
Settlements made during the period
|
(3.0
|
)
|
|
—
|
|
||
Foreign exchange translation effects
|
(8.0
|
)
|
|
(0.1
|
)
|
||
Balance, end of year
|
$
|
214.6
|
|
|
$
|
44.5
|
|
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
Balance, beginning of year
|
$
|
30.1
|
|
|
$
|
29.4
|
|
Provision for warranties issued during the year
|
8.6
|
|
|
8.3
|
|
||
Settlements made during the year
|
(6.8
|
)
|
|
(8.1
|
)
|
||
Increases in warranty estimates
|
0.7
|
|
|
0.5
|
|
||
Balance, end of year
|
$
|
32.6
|
|
|
$
|
30.1
|
|
|
|
|
|
||||
Current portion
|
$
|
6.5
|
|
|
$
|
6.7
|
|
Non-current portion
|
26.1
|
|
|
23.4
|
|
||
Total
|
$
|
32.6
|
|
|
$
|
30.1
|
|
Operating Segments
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Product net sales:
|
|
|
|
|
|
||||||
Specialty pharmaceuticals
|
$
|
4,432.0
|
|
|
$
|
3,973.4
|
|
|
$
|
3,683.8
|
|
Medical devices
|
915.1
|
|
|
846.2
|
|
|
763.8
|
|
|||
Total product net sales
|
5,347.1
|
|
|
4,819.6
|
|
|
4,447.6
|
|
|||
Other corporate and indirect revenues
|
72.0
|
|
|
99.8
|
|
|
56.0
|
|
|||
Total revenues
|
$
|
5,419.1
|
|
|
$
|
4,919.4
|
|
|
$
|
4,503.6
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
|
|
|
|||
Specialty pharmaceuticals
|
$
|
1,763.3
|
|
|
$
|
1,501.9
|
|
|
$
|
1,370.8
|
|
Medical devices
|
286.0
|
|
|
284.7
|
|
|
189.2
|
|
|||
Total segments
|
2,049.3
|
|
|
1,786.6
|
|
|
1,560.0
|
|
|||
General and administrative expenses, other indirect costs and other adjustments
|
551.9
|
|
|
434.9
|
|
|
456.7
|
|
|||
Amortization of acquired intangible assets (a)
|
104.0
|
|
|
114.5
|
|
|
124.4
|
|
|||
Legal settlement
|
—
|
|
|
609.2
|
|
|
—
|
|
|||
Impairment of intangible assets and related costs
|
23.7
|
|
|
369.1
|
|
|
—
|
|
|||
Restructuring charges
|
4.6
|
|
|
0.3
|
|
|
50.9
|
|
|||
Total operating income
|
$
|
1,365.1
|
|
|
$
|
258.6
|
|
|
$
|
928.0
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
Product Net Sales by Product Line
|
|
|
|
|
|
||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
||||||
Eye Care Pharmaceuticals
|
$
|
2,520.2
|
|
|
$
|
2,262.0
|
|
|
$
|
2,100.6
|
|
Botox
®
/Neuromodulators
|
1,594.9
|
|
|
1,419.4
|
|
|
1,309.6
|
|
|||
Skin Care
|
260.1
|
|
|
229.5
|
|
|
208.0
|
|
|||
Urologics
|
56.8
|
|
|
62.5
|
|
|
65.6
|
|
|||
Total Specialty Pharmaceuticals
|
4,432.0
|
|
|
3,973.4
|
|
|
3,683.8
|
|
|||
|
|
|
|
|
|
||||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|||
Breast Aesthetics
|
349.3
|
|
|
319.1
|
|
|
287.5
|
|
|||
Obesity Intervention
|
203.1
|
|
|
243.3
|
|
|
258.2
|
|
|||
Facial Aesthetics
|
362.7
|
|
|
283.8
|
|
|
218.1
|
|
|||
Total Medical Devices
|
915.1
|
|
|
846.2
|
|
|
763.8
|
|
|||
|
|
|
|
|
|
||||||
Total product net sales
|
$
|
5,347.1
|
|
|
$
|
4,819.6
|
|
|
$
|
4,447.6
|
|
Geographic Information
|
|
|
|
|
|
||||||
|
Product Net Sales
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions)
|
||||||||||
United States
|
$
|
3,221.6
|
|
|
$
|
3,017.0
|
|
|
$
|
2,910.2
|
|
Europe
|
1,086.6
|
|
|
931.6
|
|
|
857.8
|
|
|||
Latin America
|
390.7
|
|
|
323.7
|
|
|
256.0
|
|
|||
Asia Pacific
|
408.7
|
|
|
333.8
|
|
|
254.0
|
|
|||
Other
|
239.5
|
|
|
213.5
|
|
|
169.6
|
|
|||
Total product net sales
|
$
|
5,347.1
|
|
|
$
|
4,819.6
|
|
|
$
|
4,447.6
|
|
|
Long-lived Assets
|
|
Depreciation and
Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
United States
|
$
|
3,500.9
|
|
|
$
|
3,222.4
|
|
|
$
|
187.9
|
|
|
$
|
202.2
|
|
|
$
|
210.0
|
|
|
$
|
63.6
|
|
|
$
|
62.8
|
|
|
$
|
63.5
|
|
Europe
|
502.0
|
|
|
563.1
|
|
|
50.3
|
|
|
42.0
|
|
|
42.4
|
|
|
46.3
|
|
|
29.3
|
|
|
20.5
|
|
||||||||
Latin America
|
59.4
|
|
|
65.0
|
|
|
9.8
|
|
|
8.3
|
|
|
6.3
|
|
|
6.6
|
|
|
6.7
|
|
|
10.0
|
|
||||||||
Asia Pacific
|
53.3
|
|
|
56.3
|
|
|
4.5
|
|
|
3.8
|
|
|
2.7
|
|
|
2.1
|
|
|
3.9
|
|
|
1.6
|
|
||||||||
Other
|
2.8
|
|
|
3.7
|
|
|
0.9
|
|
|
0.8
|
|
|
0.7
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||||||
Total
|
$
|
4,118.4
|
|
|
$
|
3,910.5
|
|
|
$
|
253.4
|
|
|
$
|
257.1
|
|
|
$
|
262.1
|
|
|
$
|
118.6
|
|
|
$
|
102.8
|
|
|
$
|
95.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in millions, except
per share amounts)
|
||||||||||
|
|
|
|
|
|
||||||
Net earnings attributable to Allergan, Inc.
|
$
|
934.5
|
|
|
$
|
0.6
|
|
|
$
|
621.3
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
|
304.4
|
|
|
303.4
|
|
|
303.6
|
|
|||
Net shares assumed issued using the treasury stock method for options and
non-vested equity shares and share units outstanding during each period
based on average market price
|
5.5
|
|
|
4.3
|
|
|
2.2
|
|
|||
Dilutive effect of assumed conversion of convertible notes outstanding
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||
Diluted shares
|
310.2
|
|
|
308.0
|
|
|
305.8
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
3.07
|
|
|
$
|
0.00
|
|
|
$
|
2.05
|
|
Diluted
|
$
|
3.01
|
|
|
$
|
0.00
|
|
|
$
|
2.03
|
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||||||||
|
Before
Tax
Amount
|
|
Tax
(Expense)
or
Benefit
|
|
Net-of-Tax
Amount
|
|
Before
Tax
Amount
|
|
Tax
(Expense)
or
Benefit
|
|
Net-of-Tax
Amount
|
|
Before
Tax
Amount
|
|
Tax
(Expense)
or
Benefit
|
|
Net-of-Tax
Amount
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(42.6
|
)
|
|
$
|
—
|
|
|
$
|
(42.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
—
|
|
|
$
|
(3.2
|
)
|
|
$
|
38.9
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
Reclassification adjustment for foreign currency translation gains included in net income from the substantially complete liquidation of an investment in a foreign subsidiary
|
(9.4
|
)
|
|
—
|
|
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of deferred holding gains on derivatives designated as cash flow hedges
|
(1.3
|
)
|
|
0.5
|
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
0.5
|
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
0.5
|
|
|
(0.8
|
)
|
|||||||||
Pension and postretirement benefit plan adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net (loss) gain
|
(87.6
|
)
|
|
24.9
|
|
|
(62.7
|
)
|
|
(73.7
|
)
|
|
20.2
|
|
|
(53.5
|
)
|
|
66.7
|
|
|
(17.8
|
)
|
|
48.9
|
|
|||||||||
Net gain on remeasurement of postretirement benefit plan liability
|
20.5
|
|
|
(7.4
|
)
|
|
13.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization
|
17.8
|
|
|
(5.1
|
)
|
|
12.7
|
|
|
11.3
|
|
|
(3.1
|
)
|
|
8.2
|
|
|
12.6
|
|
|
(3.4
|
)
|
|
9.2
|
|
|||||||||
Unrealized holding gain on available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
(1.5
|
)
|
|
1.4
|
|
|||||||||
Other comprehensive (loss) income
|
$
|
(102.6
|
)
|
|
$
|
12.9
|
|
|
(89.7
|
)
|
|
$
|
(66.9
|
)
|
|
$
|
17.6
|
|
|
(49.3
|
)
|
|
$
|
119.8
|
|
|
$
|
(22.2
|
)
|
|
97.6
|
|
|||
Net earnings
|
|
|
|
|
|
|
938.1
|
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
623.8
|
|
|||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
848.4
|
|
|
|
|
|
|
|
|
(44.4
|
)
|
|
|
|
|
|
|
|
721.4
|
|
|||||||||
Comprehensive income attributable to noncontrolling interest
|
|
|
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
4.2
|
|
|||||||||
Comprehensive income (loss) attributable to Allergan, Inc.
|
|
|
|
|
|
|
$
|
846.0
|
|
|
|
|
|
|
|
|
$
|
(49.5
|
)
|
|
|
|
|
|
|
|
$
|
717.2
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
2011
|
|
||||||||||||||||||
Product net sales
|
$
|
1,252.8
|
|
|
$
|
1,400.4
|
|
|
$
|
1,311.1
|
|
|
$
|
1,382.8
|
|
|
$
|
5,347.1
|
|
Total revenues
|
1,271.2
|
|
|
1,417.2
|
|
|
1,328.4
|
|
|
1,402.3
|
|
|
5,419.1
|
|
|||||
Operating income
|
247.5
|
|
|
363.2
|
|
|
344.4
|
|
|
410.0
|
|
|
1,365.1
|
|
|||||
Earnings before income taxes (a)
|
215.2
|
|
|
344.0
|
|
|
356.8
|
|
|
383.7
|
|
|
1,299.7
|
|
|||||
Net earnings
|
158.8
|
|
|
248.6
|
|
|
251.0
|
|
|
279.7
|
|
|
938.1
|
|
|||||
Net earnings attributable to Allergan, Inc.
|
158.3
|
|
|
246.6
|
|
|
249.8
|
|
|
279.8
|
|
|
934.5
|
|
|||||
Basic earnings per share attributable to
Allergan, Inc. stockholders
|
0.52
|
|
|
0.81
|
|
|
0.82
|
|
|
0.92
|
|
|
3.07
|
|
|||||
Diluted earnings per share attributable to Allergan, Inc. stockholders
|
0.51
|
|
|
0.79
|
|
|
0.81
|
|
|
0.90
|
|
|
3.01
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Product net sales
|
$
|
1,105.8
|
|
|
$
|
1,231.7
|
|
|
$
|
1,192.0
|
|
|
$
|
1,290.1
|
|
|
$
|
4,819.6
|
|
Total revenues
|
1,154.7
|
|
|
1,247.2
|
|
|
1,208.2
|
|
|
1,309.3
|
|
|
4,919.4
|
|
|||||
Operating income (loss)
|
250.3
|
|
|
331.9
|
|
|
(691.0
|
)
|
|
367.4
|
|
|
258.6
|
|
|||||
Earnings (loss) before income taxes (b)
|
232.0
|
|
|
333.5
|
|
|
(727.7
|
)
|
|
333.0
|
|
|
170.8
|
|
|||||
Net earnings (loss)
|
169.0
|
|
|
241.5
|
|
|
(668.7
|
)
|
|
263.1
|
|
|
4.9
|
|
|||||
Net earnings (loss) attributable to Allergan, Inc.
|
167.9
|
|
|
240.1
|
|
|
(670.5
|
)
|
|
263.1
|
|
|
0.6
|
|
|||||
Basic earnings (loss) per share attributable to Allergan, Inc. stockholders
|
0.55
|
|
|
0.79
|
|
|
(2.21
|
)
|
|
0.87
|
|
|
0.00
|
|
|||||
Diluted earnings (loss) per share attributable to Allergan, Inc. stockholders
|
0.55
|
|
|
0.78
|
|
|
(2.21
|
)
|
|
0.85
|
|
|
0.00
|
|
(a)
|
Includes 2011 pre-tax charges for the following items:
|
|
Quarter
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Amortization of acquired intangible assets
|
$
|
32.5
|
|
|
$
|
31.2
|
|
|
$
|
31.9
|
|
|
$
|
32.0
|
|
|
$
|
127.6
|
|
External costs for stockholder derivative litigation associated with the U.S. Department of Justice (DOJ) settlement
|
1.6
|
|
|
0.7
|
|
|
0.8
|
|
|
0.3
|
|
|
3.4
|
|
|||||
Expenses from changes in fair value of contingent consideration
|
—
|
|
|
2.3
|
|
|
—
|
|
|
9.6
|
|
|
11.9
|
|
|||||
Impairment of an in-process research and development asset
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||||
Upfront and milestone payments for technologies that have not achieved regulatory approval
|
60.0
|
|
|
45.0
|
|
|
20.0
|
|
|
—
|
|
|
125.0
|
|
|||||
Additional costs for the termination of a third-party agreement related to the promotion of
Sanctura XR
®
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||
Cumulative net expense resulting from the discontinued development of the
Easyband
™
Remote Adjustable Gastric Band System
|
9.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|||||
Restructuring charges (reversal)
|
4.6
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
4.6
|
|
|||||
Non-cash interest expense associated with amortization of convertible debt discount
|
6.5
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Unrealized loss (gain) on derivative instruments, net
|
6.9
|
|
|
(2.1
|
)
|
|
(16.8
|
)
|
|
0.9
|
|
|
(11.1
|
)
|
(b)
|
Includes 2010 pre-tax charges for the following items:
|
|
Quarter
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Licensing fee income for a development and commercialization agreement
|
$
|
(36.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(36.0
|
)
|
Amortization of acquired intangible assets
|
37.1
|
|
|
37.3
|
|
|
31.1
|
|
|
32.5
|
|
|
138.0
|
|
|||||
External costs associated with responding to the DOJ subpoena and related stockholder derivative litigation costs
|
4.5
|
|
|
4.0
|
|
|
3.0
|
|
|
2.9
|
|
|
14.4
|
|
|||||
Distributor termination fee and expense from changes in fair value of contingent consideration associated with the purchase of a distributor’s business in Turkey
|
—
|
|
|
—
|
|
|
33.0
|
|
|
7.9
|
|
|
40.9
|
|
|||||
Write-off of manufacturing assets related to the abandonment of an eye care product
|
—
|
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
|||||
Upfront payment for technology that has not achieved regulatory approval
|
43.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.0
|
|
|||||
Legal settlement costs associated with a resolution with the DOJ regarding past U.S. sales and marketing practices relating to certain therapeutic uses of
Botox
®
|
—
|
|
|
—
|
|
|
609.9
|
|
|
(0.7
|
)
|
|
609.2
|
|
|||||
An aggregate charge related to the impairment of the
Sanctura
®
Assets and related costs
|
—
|
|
|
—
|
|
|
369.1
|
|
|
—
|
|
|
369.1
|
|
|||||
Non-cash interest expense associated with amortization of convertible debt discount
|
6.1
|
|
|
6.3
|
|
|
6.3
|
|
|
6.4
|
|
|
25.1
|
|
|||||
Unrealized loss (gain) on derivative instruments, net
|
0.7
|
|
|
(8.9
|
)
|
|
15.2
|
|
|
0.6
|
|
|
7.6
|
|
Allowance for Doubtful Accounts
Deducted from Trade Receivables
|
|
Balance at
Beginning
of Year
|
|
Additions (a)
|
|
Deductions (b)
|
|
Balance
at End
of Year
|
||||||||
|
|
(in millions)
|
||||||||||||||
2011
|
|
$
|
29.0
|
|
|
$
|
7.2
|
|
|
$
|
(4.3
|
)
|
|
$
|
31.9
|
|
2010
|
|
30.3
|
|
|
5.3
|
|
|
(6.6
|
)
|
|
29.0
|
|
||||
2009
|
|
31.4
|
|
|
10.8
|
|
|
(11.9
|
)
|
|
30.3
|
|
(a)
|
Provision charged to earnings.
|
(b)
|
Accounts written off, net of recoveries.
|
1.
|
Section 1.6(b) of the Plan Document is hereby amended in its entirety to read as follows:
|
2.
|
Section 4.1(b) of the Plan Document is hereby amended in its entirety to read as follows:
|
•
|
remove the effects of extraordinary, unusual or non-recurring items;
|
•
|
remove the effects of items that are outside the scope of the Company’s core, on-going business activities;
|
•
|
remove the effects of accounting changes required by United States generally accepted accounting principles;
|
2012 PERFORMANCE OBJECTIVES
|
ALLERGAN, INC.
|
•
|
remove the effects of financing activities;
|
•
|
remove the effects of expenses for restructuring or productivity initiatives;
|
•
|
remove the effects of non-operating items;
|
•
|
remove the effects of spending for acquisitions;
|
•
|
remove the effects of divestitures; and
|
•
|
remove the effects of amortization of acquired intangible assets.
|
2012 PERFORMANCE OBJECTIVES
|
ALLERGAN, INC.
|
2012 PERFORMANCE OBJECTIVES
|
ALLERGAN, INC.
|
Earnings Per Share
|
|
Net Sales Growth
|
|
R&D Reinvest Rate
|
|
|
||||
EPS Range %
|
EPS Range
|
Bonus % of Target
|
|
Net Sales growth
|
Bonus % of Target
|
|
R&D Reinvest Rate
|
Bonus % of Target
|
|
Bonus % of Target
|
-4.8%
|
-$0.201
|
0.0%
|
|
|
|
|
|
|
|
0.0%
|
-2.6%
|
-$0.109
|
46.0%
|
|
4.6%
|
0.0%
|
|
15.1%
|
0.0%
|
|
46.0%
|
-2.2%
|
-$0.092
|
57.0%
|
|
6.0%
|
2.0%
|
|
15.4%
|
2.0%
|
|
61.0%
|
-1.4%
|
-$0.059
|
68.0%
|
|
7.4%
|
4.0%
|
|
15.7%
|
4.0%
|
|
76.0%
|
-1.1%
|
-$0.046
|
72.0%
|
|
8.8%
|
6.0%
|
|
15.9%
|
6.0%
|
|
84.0%
|
-0.6%
|
-$0.025
|
76.0%
|
|
10.2%
|
8.0%
|
|
16.1%
|
8.0%
|
|
92.0%
|
|
Target
|
80.0%
|
|
11.6%
|
10.0%
|
|
16.3%
|
10.0%
|
|
100.0%
|
1.0%
|
$0.042
|
84.0%
|
|
13.0%
|
13.8%
|
|
16.5%
|
13.8%
|
|
111.5%
|
1.9%
|
$0.079
|
88.0%
|
|
14.4%
|
17.5%
|
|
16.7%
|
17.5%
|
|
123.0%
|
2.6%
|
$0.109
|
92.0%
|
|
15.8%
|
21.3%
|
|
17.0%
|
21.3%
|
|
134.5%
|
3.2%
|
$0.134
|
96.0%
|
|
17.2%
|
25.0%
|
|
17.3%
|
25.0%
|
|
146.0%
|
•
|
employed as a regular full-time or part-time employee of Allergan, Inc. and its subsidiaries (collectively, the “Company”) as of September 30 during such Plan Year,
|
•
|
employed in salary grades 7E and above,
|
•
|
regularly scheduled to and works 20 or more hours per week,
|
•
|
not covered by any other bonus or sales incentive plan (including the Executive Bonus Plan), and
|
•
|
actively employed by the Company on the date bonuses are paid (and not on counseling review on such date) or otherwise qualifies for a pro-rated bonus based upon retirement, disability, death or layoff under the terms set forth below.
|
-
|
remove the effects of items that are outside the scope of the Company’s core, on-going business activities;
|
-
|
remove the effects of accounting changes required by United States generally accepted accounting principles;
|
Earnings Per Share
|
|
Net Sales Growth
|
|
R&D Reinvest Rate
|
|
|
||||
EPS Range %
|
EPS Range
|
Bonus % of Target
|
|
Net Sales growth
|
Bonus % of Target
|
|
R&D Reinvest Rate
|
Bonus % of Target
|
|
Bonus % of Target
|
-4.8%
|
-$0.201
|
0.0%
|
|
|
|
|
|
|
|
0.0%
|
-2.6%
|
-$0.109
|
46.0%
|
|
4.6%
|
0.0%
|
|
15.1%
|
0.0%
|
|
46.0%
|
-2.2%
|
-$0.092
|
57.0%
|
|
6.0%
|
2.0%
|
|
15.4%
|
2.0%
|
|
61.0%
|
-1.4%
|
-$0.059
|
68.0%
|
|
7.4%
|
4.0%
|
|
15.7%
|
4.0%
|
|
76.0%
|
-1.1%
|
-$0.046
|
72.0%
|
|
8.8%
|
6.0%
|
|
15.9%
|
6.0%
|
|
84.0%
|
-0.6%
|
-$0.025
|
76.0%
|
|
10.2%
|
8.0%
|
|
16.1%
|
8.0%
|
|
92.0%
|
|
Target
|
80.0%
|
|
11.6%
|
10.0%
|
|
16.3%
|
10.0%
|
|
100.0%
|
1.0%
|
$0.042
|
84.0%
|
|
13.0%
|
13.8%
|
|
16.5%
|
13.8%
|
|
111.5%
|
1.9%
|
$0.079
|
88.0%
|
|
14.4%
|
17.5%
|
|
16.7%
|
17.5%
|
|
123.0%
|
2.6%
|
$0.109
|
92.0%
|
|
15.8%
|
21.3%
|
|
17.0%
|
21.3%
|
|
134.5%
|
3.2%
|
$0.134
|
96.0%
|
|
17.2%
|
25.0%
|
|
17.3%
|
25.0%
|
|
146.0%
|
|
US
|
Intl
|
|
Salary Grade / Title
|
Target Bonus
|
Target Bonus
|
|
7E
|
15.00%
|
20.00%
|
|
8E
|
20.00%
|
25.00%
|
|
9E
|
30.00%
|
30.00%
|
|
10E
|
35.00%
|
35.00%
|
|
11E
|
40.00%
|
40.00%
|
|
12E
|
45.00%
|
45.00%
|
|
13E
|
45.00%
|
50.00%
|
|
14E
|
55.00%
|
|
|
|
|
|
|
|
|
|
|
EVP, Finance & Business Development, CFO
|
75.00%
|
||
EVP, R&D, Chief Scientific Officer
|
75.00%
|
||
EVP & President EAME
|
75.00%
|
||
EVP, General Counsel & Assistant Secretary
|
60.00%
|
||
EVP, Global Technical Operations
|
60.00%
|
||
EVP, Human Resources
|
60.00%
|
||
CVP & President US Medical, Latin America and Asia Pacific
|
60.00%
|
||
CVP & President North America Pharmaceuticals
|
60.00%
|
Participant:
|
|
______________________________
|
|
Grant Date:
|
|
______________________________
|
|
Total Number of Restricted Stock Units:
|
|
______________________________
|
|
Vesting Schedule:
|
Subject to the terms and conditions of the Plan, this Grant Notice and the Restricted Stock Unit Terms, the Restricted Stock Units shall vest as follows:
[To be specified in individual agreements]
Except as provided in Section 2.3 of the Restricted Stock Unit Terms, or as otherwise provided by the Administrator, in no event shall Participant vest in any additional Restricted Stock Units following Participant’s Termination of Service (as defined in the Restricted Stock Unit Terms).
|
Distribution Schedule:
|
The shares of Stock subject to the Restricted Stock Units shall be distributable in accordance with Section 2.4 of the Restricted Stock Unit Terms.
|
ALLERGAN, INC.
|
|
|
|
By:
|
|
Print Name:
|
|
Title:
|
|
Address:
|
2525 Dupont Drive
|
|
Irvine, California 92612
|
If to the Company:
|
Allergan, Inc.
Attention: General Counsel 2525 Dupont Drive Irvine, California 92612 |
If to Participant:
|
To Participant’s most recent address then on file in the Company’s personnel records.
|
Participant:
|
_______________________
|
Grant Date:
|
________________, 20____
|
Total Number of
Restricted Stock Units: |
_______________________
|
Performance Period:
|
The performance period shall begin on ________________, 20____ and end on ________________, 20____ (the “
Performance Period
”), unless sooner terminated on an accelerated basis in accordance with Section 2.3 or 2.4 of the Terms.
|
Vesting Schedule:
|
The Restricted Stock Units initially shall be unvested. Should Participant remain continuously employed with the Company until the expiration of the Performance Period or should Participant’s employment with the Company terminate at any earlier time under the circumstances set forth in Section 2.3 or 2.4 of the Terms, then Participant shall vest in a percentage of the Restricted Stock Units determined in accordance with the table below, as adjusted from time to time pursuant to Section 14.2 of the Plan, based on the highest 20-Day Average Trading Price Per Share achieved during the applicable Performance Period.
|
|
Highest 20-Day Average
Trading Price Per Share
|
|
Percentage of the Restricted
Stock Units Eligible for Vesting
|
|
Less than $____
|
|
0%
|
|
At least $____ but less than $_____
|
|
33 1/3%
|
|
At least $____ but less than $_____
|
|
66 2/3%
|
|
At least $____
|
|
100%
|
|
The “20-Day Average Trading Price Per Share” means the average closing price per share of Stock, as reported in
The Wall Street Journal
(or such other reliable source as may be selected from time to time by the Administrator in its discretion), for a period of twenty (20) consecutive trading days.
Except as provided in Sections 2.3 and 2.4 of the Terms, in no event shall Participant vest in any Restricted Stock Units following Participant’s Termination of Employment (as defined in Section 1.1 of the Terms).
|
Written Certification:
|
Not later than thirty (30) days following the completion of the Performance Period (including any accelerated termination of the Performance Period due to Participant’s Termination of Employment under the circumstances set forth in Section 2.3 or 2.4 of the Terms), the Organization & Compensation Committee of the Company’s Board of Directors (the “
Compensation Committee
”) shall certify in writing (i) the highest 20-Day Average Trading Price Per Share achieved during the Performance Period, (ii) the percentage of the Restricted Stock Units that vested based upon such 20-Day Average Trading Price Per Share and (iii) Participant’s satisfaction of all other material terms of this award, as set forth in this Grant Notice, the Terms and the Country-Specific Terms, if any (the “
Written Certification
”). The Restricted Stock Units, if any, that remain unvested following the Compensation Committee’s completion of the Written Certification will terminate automatically and be forfeited without further notice to Participant and at no cost to the Company.
|
Distribution Schedule:
|
Following completion of the Written Certification, the shares of Stock subject to the Restricted Stock Units shall be distributable in accordance with Sections 2.5 and 3.17 of the Terms.
|
ALLERGAN, INC.
|
|
|
|
By:
|
|
Print Name:
|
|
Title:
|
|
Address:
|
2525 Dupont Drive
|
|
Irvine, California 92612
|
If to the Company:
|
Allergan, Inc.
Attention: General Counsel 2525 Dupont Drive Irvine, California 92612 |
If to Participant:
|
To Participant’s most recent address then on file in the Company’s personnel records.
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
1
|
|
Allergan Productos Farmaceuticos S.A.
|
|
Argentina
|
2
|
|
Allergan Australia Pty Limited
|
|
Australia
|
3
|
|
Allergan Medical Pty Ltd
|
|
Australia
|
4
|
|
Allergan N.V.
|
|
Belgium
|
5
|
|
Collagen Aesthetics Benelux S.A.
|
|
Belgium
|
6
|
|
Allergan Holdings B Ltd.
|
|
Bermuda
|
7
|
|
Allergan Produtos Farmacêuticos Ltda.
|
|
Brazil
|
8
|
|
Inamed do Brasil Ltda
|
|
Brazil
|
9
|
|
Allergan Inc.
|
|
Canada
|
10
|
|
Allergan Pharmaceuticals Ireland
|
|
Cayman Islands
|
11
|
|
Allergan Holdings C, Ltd.
|
|
Cayman Islands
|
12
|
|
Allergan Laboratorios Limitada
|
|
Chile
|
13
|
|
Allergan Information Consulting (Shanghai) Co., Ltd.
|
|
China
|
14
|
|
Allergan de Colombia S.A.
|
|
Colombia
|
15
|
|
Allergan Costa Rica, S.R.L.
|
|
Costa Rica
|
16
|
|
Allergan Services Costa Rica, S.R.L.
|
|
Costa Rica
|
17
|
|
Allergan ApS
|
|
Denmark
|
18
|
|
Allergan France S.A.S.
|
|
France
|
19
|
|
Allergan Holdings France SAS
|
|
France
|
20
|
|
Collagen Aesthetics France SARL
|
|
France
|
21
|
|
Allergan Industrie S.A.S.
|
|
France
|
22
|
|
Pharm-Allergan GmbH
|
|
Germany
|
23
|
|
Allergan Asia Limited
|
|
Hong Kong
|
24
|
|
Allergan Hong Kong Limited
|
|
Hong Kong
|
25
|
|
Allergan Healthcare India Private Limited
|
|
India
|
26
|
|
Allergan India Private Limited*
|
|
India
|
27
|
|
Allergan Pharmaceutical Development Center India Private Limited
|
|
India
|
28
|
|
Allergan Botox Limited
|
|
Ireland
|
29
|
|
Allergan Development I Limited
|
|
Ireland
|
30
|
|
Allergan Pharmaceuticals Holdings (Ireland) Limited
|
|
Ireland
|
31
|
|
Allergan Services International, Limited
|
|
Ireland
|
32
|
|
Chamfield Limited
|
|
Ireland
|
33
|
|
McGhan Ireland Holdings Ltd.
|
|
Ireland
|
34
|
|
McGhan Limited
|
|
Ireland
|
35
|
|
Medisyn Technologies Limited
|
|
Ireland
|
36
|
|
Seabreeze Silicone Limited
|
|
Ireland
|
37
|
|
The Seabreeze Holdings LLC AGN Seabreeze LLC Limited Partnership
|
|
Ireland
|
38
|
|
Allergan Israel Ltd.
|
|
Israel
|
39
|
|
Allergan S.p.A.
|
|
Italy
|
40
|
|
Allergan International YK
|
|
Japan
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
41
|
|
Allergan Japan K.K.
|
|
Japan
|
42
|
|
Allergan K.K.
|
|
Japan
|
43
|
|
Allergan NK
|
|
Japan
|
44
|
|
Allergan Korea Limited
|
|
Korea
|
45
|
|
Samil Allergan Limited*
|
|
Korea
|
46
|
|
Allergan Luxembourg S.à r.l.
|
|
Luxembourg
|
47
|
|
Collagen Luxembourg S.A.
|
|
Luxembourg
|
48
|
|
Allergan Malaysia Sdn. Bhd.
|
|
Malaysia
|
49
|
|
Allergan, S.A. de C.V.
|
|
Mexico
|
50
|
|
Allergan Servicios Profesionales, S. de R.L. de C.V.
|
|
Mexico
|
51
|
|
BioEnterics Latin America S.A. de C.V.
|
|
Mexico
|
52
|
|
McGhan Medical Mexico S.A. de C.V.
|
|
Mexico
|
53
|
|
Allergan B.V.
|
|
Netherlands
|
54
|
|
Allergan Services B.V.
|
|
Netherlands
|
55
|
|
McGhan Medical B.V.
|
|
Netherlands
|
56
|
|
Allergan Holdings B.V.
|
|
Netherlands Antilles
|
57
|
|
Allergan New Zealand Limited
|
|
New Zealand
|
58
|
|
Allergan AS
|
|
Norway
|
59
|
|
Allergan Healthcare Philippines, Inc.
|
|
Philippines (Republic of)
|
60
|
|
Allergan Spółka z ograniczoną odpowiedzialnością
|
|
Poland
|
61
|
|
Allergan C.I.S. SARL
|
|
Russia
|
62
|
|
Allergan Singapore Pte. Ltd.
|
|
Singapore
|
63
|
|
Allergan Pharmaceuticals (Proprietary) Limited
|
|
South Africa
|
64
|
|
Allergan, S.A.U.
|
|
Spain
|
65
|
|
Allergan Norden AB
|
|
Sweden
|
66
|
|
Allergan AG
|
|
Switzerland
|
67
|
|
Allergan Medical Sàrl
|
|
Switzerland
|
68
|
|
Allergan Pharmaceuticals Taiwan Co. Ltd.
|
|
Taiwan
|
69
|
|
Allergan (Thailand) Limited.
|
|
Thailand
|
70
|
|
Allergan Ilaçlari Ticaret Anonim Şirketi
|
|
Turkey
|
71
|
|
Allergan de Venezuela, C.A.
|
|
Venezuela
|
72
|
|
Allergan Holdings Limited
|
|
United Kingdom
|
73
|
|
Allergan Limited
|
|
United Kingdom
|
74
|
|
Allergan Optical Irvine, Inc.
|
|
United States/CA
|
75
|
|
Allergan Sales Puerto Rico, Inc.
|
|
United States/CA
|
76
|
|
CUI Corporation
|
|
United States/CA
|
77
|
|
Herbert Laboratories
|
|
United States/CA
|
78
|
|
Inamed Development Company
|
|
United States/CA
|
79
|
|
Silicone Engineering, Inc.
|
|
United States/CA
|
80
|
|
Oculex Pharmaceuticals, Inc.
|
|
United States/CA
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
81
|
|
AGN Seabreeze, LLC
|
|
United States/DE
|
82
|
|
Alacer Biomedical, Inc.
|
|
United States/DE
|
83
|
|
Allergan America, LLC
|
|
United States/DE
|
84
|
|
Allergan Holdings, Inc.
|
|
United States/DE
|
85
|
|
Allergan Property Holdings, LLC
|
|
United States/DE
|
86
|
|
Allergan Puerto Rico Holdings, Inc.
|
|
United States/DE
|
87
|
|
Allergan Sales, LLC
|
|
United States/DE
|
88
|
|
Allergan Specialty Therapeutics, Inc.
|
|
United States/DE
|
89
|
|
Allergan USA, Inc.
|
|
United States/DE
|
90
|
|
Inamed, LLC
|
|
United States/DE
|
91
|
|
Inamed Corporation
|
|
United States/DE
|
92
|
|
Pacific Pharma, Inc.
|
|
United States/DE
|
93
|
|
Precision Light, Inc.
|
|
United States/DE
|
94
|
|
Seabreeze LP Holdings, LLC
|
|
United States/DE
|
95
|
|
Vicept Therapeutics, Inc.
|
|
United States/DE
|
96
|
|
Flowmatrix Corporation
|
|
United States/NV
|
97
|
|
TotalSkinCare.com Corporation
|
|
United States/NV
|
*
|
Except for Allergan India Private Limited and Samil Allergan Limited, all of the above-named subsidiaries are 100% owned by the Registrant. Allergan India Private Limited is 51% owned by the Registrant and Samil Allergan Limited is 50.0001% owned by Registrant.
|
|
|
/s/ Ernst & Young LLP
|
Irvine, California
|
|
|
February 28, 2012
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Allergan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ DAVID E.I. PYOTT
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David E.I. Pyott
Chairman of the Board,
President and
Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Allergan, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ JEFFREY L. EDWARDS
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Jeffrey L. Edwards
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
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(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended
December 31, 2011
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ DAVID E.I. PYOTT
|
|
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David E.I. Pyott
Chairman of the Board,
President and
Chief Executive Officer
(Principal Executive Officer)
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(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended
December 31, 2011
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
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(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ JEFFREY L. EDWARDS
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Jeffrey L. Edwards
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
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