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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 31, 2014
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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
(Address of Principal Executive Offices)
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92612
(Zip Code)
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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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Three Months Ended
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||||||
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March 31,
2014 |
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March 31,
2013 |
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Revenues:
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||||
Product net sales
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$
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1,619.1
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$
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1,432.5
|
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Other revenues
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27.0
|
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27.1
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Total revenues
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1,646.1
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1,459.6
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Operating costs and expenses:
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Cost of sales (excludes amortization of intangible assets)
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204.5
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199.9
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Selling, general and administrative
|
658.6
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604.8
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Research and development
|
349.0
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248.8
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Amortization of intangible assets
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27.8
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30.7
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Restructuring charges
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24.3
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4.3
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Operating income
|
381.9
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371.1
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||||
Non-operating income (expense):
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Interest income
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1.8
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1.6
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Interest expense
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(15.7
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)
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(17.4
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)
|
||
Other, net
|
(6.4
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)
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(8.7
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)
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(20.3
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)
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(24.5
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)
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||||
Earnings from continuing operations before income taxes
|
361.6
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346.6
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Provision for income taxes
|
103.1
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73.6
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||||
Earnings from continuing operations
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258.5
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273.0
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||||
Discontinued operations:
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Earnings from discontinued operations, net of applicable income tax expense of $0.0 million for the three months ended March 31, 2013
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—
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0.4
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|
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Loss on sale of discontinued operations, net of applicable income tax benefit of $0.3 million and $87.2 million for the three months ended March 31, 2014 and 2013, respectively
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(0.6
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)
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(259.0
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)
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Discontinued operations
|
(0.6
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)
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(258.6
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)
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Net earnings
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257.9
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14.4
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Net earnings attributable to noncontrolling interest
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0.6
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1.9
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Net earnings attributable to Allergan, Inc.
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$
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257.3
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$
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12.5
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Basic earnings per share attributable to Allergan, Inc. stockholders:
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Continuing operations
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$
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0.87
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$
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0.91
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Discontinued operations
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(0.01
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)
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(0.87
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)
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Net basic earnings per share attributable to Allergan, Inc. stockholders
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$
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0.86
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$
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0.04
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Diluted earnings per share attributable to Allergan, Inc. stockholders:
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Continuing operations
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$
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0.85
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$
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0.89
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Discontinued operations
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—
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(0.85
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)
|
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Net diluted earnings per share attributable to Allergan, Inc. stockholders
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$
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0.85
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$
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0.04
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Three Months Ended
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||||||
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March 31,
2014 |
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March 31,
2013 |
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Net earnings
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$
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257.9
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$
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14.4
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||||
Other comprehensive income (loss), net of tax:
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Foreign currency translation adjustments
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3.0
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(21.9
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)
|
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Amortization of deferred holding gains on derivatives designated as cash flow hedges included in net earnings, net of income tax benefit of $0.2 million for the three months ended March 31, 2014 and 2013, respectively
(a)
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(0.2
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)
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(0.2
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)
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Other comprehensive income (loss)
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2.8
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(22.1
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)
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Total comprehensive income (loss)
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260.7
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(7.7
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)
|
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Comprehensive income attributable to noncontrolling interest
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0.8
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1.2
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Comprehensive income (loss) attributable to Allergan, Inc.
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$
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259.9
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$
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(8.9
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)
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(a)
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Reclassified into "Interest expense" in the unaudited condensed consolidated statements of earnings.
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Three Months Ended
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||||||
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March 31,
2014 |
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March 31,
2013 |
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Cash flows from operating activities:
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Net earnings
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$
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257.9
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$
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14.4
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Non-cash items included in net earnings:
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Depreciation and amortization
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60.6
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73.1
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Amortization of original issue discount and debt issuance costs
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0.7
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0.5
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|
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Amortization of net realized gain on interest rate swaps
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(3.7
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)
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(3.6
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)
|
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Deferred income tax provision (benefit)
|
3.9
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(88.7
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)
|
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Acquired in-process research and development technology
|
10.0
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—
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|
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Loss on disposal and impairment of assets
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0.2
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0.5
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Unrealized loss (gain) on derivative instruments
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4.2
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(1.3
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)
|
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Expense of share-based compensation plans
|
34.7
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29.0
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Loss on sale of discontinued operations
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—
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|
346.2
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|
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(Income) expense from changes in fair value of contingent consideration
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(0.3
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)
|
|
5.8
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|
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Restructuring charges
|
24.3
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4.3
|
|
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Loss on investment
|
—
|
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|
3.7
|
|
||
Changes in operating assets and liabilities:
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|
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Trade receivables
|
(103.5
|
)
|
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(152.8
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)
|
||
Inventories
|
(12.2
|
)
|
|
0.1
|
|
||
Other current assets
|
6.8
|
|
|
7.8
|
|
||
Other non-current assets
|
(4.7
|
)
|
|
(3.3
|
)
|
||
Accounts payable
|
23.4
|
|
|
(28.5
|
)
|
||
Accrued expenses
|
(46.8
|
)
|
|
(66.3
|
)
|
||
Income taxes
|
(83.5
|
)
|
|
(36.6
|
)
|
||
Other liabilities
|
(6.2
|
)
|
|
15.3
|
|
||
Net cash provided by operating activities
|
165.8
|
|
|
119.6
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of short-term investments
|
(664.3
|
)
|
|
(50.0
|
)
|
||
Purchase of non-marketable equity investment
|
(10.0
|
)
|
|
—
|
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(871.4
|
)
|
||
Additions to property, plant and equipment
|
(46.4
|
)
|
|
(23.7
|
)
|
||
Additions to capitalized software
|
(3.6
|
)
|
|
(2.7
|
)
|
||
Additions to intangible assets
|
—
|
|
|
(0.3
|
)
|
||
Proceeds from maturities of short-term investments
|
465.6
|
|
|
260.6
|
|
||
Proceeds from sale of business
|
1.8
|
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
0.1
|
|
|
0.1
|
|
||
Net cash used in investing activities
|
(256.8
|
)
|
|
(687.4
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Dividends to stockholders
|
(14.9
|
)
|
|
(14.9
|
)
|
||
Payments to acquire treasury stock
|
(398.0
|
)
|
|
(648.4
|
)
|
||
Payments of contingent consideration
|
(7.6
|
)
|
|
(10.1
|
)
|
||
Net borrowings of notes payable
|
5.4
|
|
|
8.4
|
|
||
Sale of stock to employees
|
217.6
|
|
|
112.2
|
|
||
Excess tax benefits from share-based compensation
|
59.0
|
|
|
30.8
|
|
||
Debt issuance costs
|
—
|
|
|
(3.7
|
)
|
||
Proceeds from issuance of senior notes, net of discount
|
—
|
|
|
598.5
|
|
||
Net cash (used in) provided by financing activities
|
(138.5
|
)
|
|
72.8
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and equivalents
|
(1.3
|
)
|
|
(8.0
|
)
|
||
Net decrease in cash and equivalents
|
(230.8
|
)
|
|
(503.0
|
)
|
||
Cash and equivalents at beginning of period
|
3,046.1
|
|
|
2,701.8
|
|
||
Cash and equivalents at end of period
|
$
|
2,815.3
|
|
|
$
|
2,198.8
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||
Cash paid for:
|
|
|
|
|
|
||
Interest, net of amount capitalized
|
$
|
17.5
|
|
|
$
|
11.9
|
|
Income taxes, net of refunds
|
$
|
129.5
|
|
|
$
|
77.3
|
|
|
(in millions)
|
||
Product net sales
|
$
|
33.3
|
|
|
|
||
Operating costs and expenses:
|
|
|
|
Cost of sales (excludes amortization of intangible assets)
|
5.3
|
|
|
Selling, general and administrative
|
15.8
|
|
|
Research and development
|
1.5
|
|
|
Amortization of intangible assets
|
10.3
|
|
|
|
|
||
Earnings from discontinued operations before income taxes
|
$
|
0.4
|
|
|
|
||
Earnings from discontinued operations, net of income taxes
|
$
|
0.4
|
|
|
|
Employee Severance
|
|
Other
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Restructuring charges during the three month period ended March 31, 2014
|
|
$
|
22.9
|
|
|
$
|
1.1
|
|
|
$
|
24.0
|
|
Spending
|
|
(8.1
|
)
|
|
(0.9
|
)
|
|
(9.0
|
)
|
|||
Balance at March 31, 2014 (included in "Other accrued expenses")
|
|
$
|
14.8
|
|
|
$
|
0.2
|
|
|
$
|
15.0
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
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
|
$
|
657.9
|
|
|
$
|
(358.3
|
)
|
|
11.1
|
|
$
|
647.7
|
|
|
$
|
(343.8
|
)
|
|
11.1
|
Customer relationships
|
54.7
|
|
|
(27.0
|
)
|
|
2.7
|
|
54.7
|
|
|
(21.8
|
)
|
|
2.7
|
||||
Licensing
|
185.9
|
|
|
(165.6
|
)
|
|
9.3
|
|
185.8
|
|
|
(164.8
|
)
|
|
9.3
|
||||
Trademarks
|
89.7
|
|
|
(30.9
|
)
|
|
12.4
|
|
89.6
|
|
|
(29.7
|
)
|
|
12.4
|
||||
Core technology
|
327.6
|
|
|
(72.4
|
)
|
|
14.8
|
|
327.5
|
|
|
(66.9
|
)
|
|
14.8
|
||||
Other
|
30.6
|
|
|
(13.8
|
)
|
|
7.6
|
|
30.7
|
|
|
(12.8
|
)
|
|
7.6
|
||||
|
1,346.4
|
|
|
(668.0
|
)
|
|
11.4
|
|
1,336.0
|
|
|
(639.8
|
)
|
|
11.4
|
||||
Unamortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
In-process research and development
|
953.8
|
|
|
—
|
|
|
|
|
953.8
|
|
|
—
|
|
|
|
||||
|
$
|
2,300.2
|
|
|
$
|
(668.0
|
)
|
|
|
|
$
|
2,289.8
|
|
|
$
|
(639.8
|
)
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Developed technology
|
$
|
14.4
|
|
|
$
|
14.3
|
|
Customer relationships
|
5.1
|
|
|
5.1
|
|
||
Licensing
|
0.7
|
|
|
5.2
|
|
||
Trademarks
|
1.1
|
|
|
1.1
|
|
||
Core technology
|
5.5
|
|
|
2.9
|
|
||
Other
|
1.0
|
|
|
2.1
|
|
||
|
$
|
27.8
|
|
|
$
|
30.7
|
|
|
Specialty
Pharmaceuticals
|
|
Medical
Devices
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Balance at December 31, 2013
|
$
|
501.2
|
|
|
$
|
1,838.2
|
|
|
$
|
2,339.4
|
|
Foreign exchange translation effects
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|||
Balance at March 31, 2014
|
$
|
501.0
|
|
|
$
|
1,838.4
|
|
|
$
|
2,339.4
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Finished products
|
$
|
181.1
|
|
|
$
|
180.0
|
|
Work in process
|
42.7
|
|
|
44.1
|
|
||
Raw materials
|
72.8
|
|
|
61.2
|
|
||
Total
|
$
|
296.6
|
|
|
$
|
285.3
|
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Cost of sales
|
$
|
1.9
|
|
|
$
|
1.8
|
|
Selling, general and administrative
|
23.2
|
|
|
19.4
|
|
||
Research and development
|
9.6
|
|
|
7.3
|
|
||
Pre-tax share-based compensation expense
|
34.7
|
|
|
28.5
|
|
||
Income tax benefit
|
10.7
|
|
|
9.4
|
|
||
Net share-based compensation expense
|
$
|
24.0
|
|
|
$
|
19.1
|
|
|
Three Months Ended
|
||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
March 31,
2014 |
|
March 31,
2013 |
|
March 31,
2014 |
|
March 31,
2013 |
||||||||
|
(in millions)
|
||||||||||||||
Service cost
|
$
|
6.9
|
|
|
$
|
7.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Interest cost
|
13.3
|
|
|
11.6
|
|
|
0.6
|
|
|
0.5
|
|
||||
Expected return on plan assets
|
(13.1
|
)
|
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service costs
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Recognized net actuarial losses
|
4.7
|
|
|
7.8
|
|
|
0.2
|
|
|
0.4
|
|
||||
Net periodic benefit cost
|
$
|
11.8
|
|
|
$
|
15.2
|
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
|
(in millions)
|
||||||
|
|
|
|
|
||||
Net earnings attributable to Allergan, Inc.:
|
|
|
|
|
||||
Earnings from continuing operations attributable to Allergan, Inc.:
|
|
|
|
|
||||
Earnings from continuing operations
|
|
$
|
258.5
|
|
|
$
|
273.0
|
|
Less net earnings attributable to noncontrolling interest
|
|
0.6
|
|
|
1.9
|
|
||
Earnings from continuing operations attributable to Allergan, Inc.
|
|
257.9
|
|
|
271.1
|
|
||
Loss from discontinued operations
|
|
(0.6
|
)
|
|
(258.6
|
)
|
||
Net earnings attributable to Allergan, Inc.
|
|
$
|
257.3
|
|
|
$
|
12.5
|
|
|
|
|
|
|
||||
Weighted average number of shares outstanding
|
|
297.9
|
|
|
297.7
|
|
||
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
|
|
5.6
|
|
|
5.9
|
|
||
Diluted shares
|
|
303.5
|
|
|
303.6
|
|
||
|
|
|
|
|
||||
Basic earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
||
Continuing operations
|
|
$
|
0.87
|
|
|
$
|
0.91
|
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.87
|
)
|
||
Net basic earnings per share attributable to Allergan, Inc. stockholders
|
|
$
|
0.86
|
|
|
$
|
0.04
|
|
|
|
|
|
|
||||
Diluted earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
||
Continuing operations
|
|
$
|
0.85
|
|
|
$
|
0.89
|
|
Discontinued operations
|
|
—
|
|
|
(0.85
|
)
|
||
Net diluted earnings per share attributable to Allergan, Inc. stockholders
|
|
$
|
0.85
|
|
|
$
|
0.04
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Notional
Principal
|
|
Fair
Value
|
|
Notional
Principal
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Foreign currency forward exchange contracts
(Receive U.S. dollar/pay foreign currency)
|
$
|
38.3
|
|
|
$
|
(0.7
|
)
|
|
$
|
35.0
|
|
|
$
|
0.1
|
|
Foreign currency forward exchange contracts
(Pay U.S. dollar/receive foreign currency)
|
41.7
|
|
|
(0.4
|
)
|
|
41.3
|
|
|
0.1
|
|
||||
Foreign currency sold — put options
|
531.7
|
|
|
15.8
|
|
|
560.8
|
|
|
20.2
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and equivalents
|
$
|
2,815.3
|
|
|
$
|
2,815.3
|
|
|
$
|
3,046.1
|
|
|
$
|
3,046.1
|
|
Short-term investments
|
802.0
|
|
|
802.0
|
|
|
603.0
|
|
|
603.0
|
|
||||
Non-current non-marketable equity investments
|
30.8
|
|
|
30.8
|
|
|
20.8
|
|
|
20.8
|
|
||||
Notes payable
|
61.1
|
|
|
61.1
|
|
|
55.6
|
|
|
55.6
|
|
||||
Long-term debt
|
2,095.1
|
|
|
2,169.9
|
|
|
2,098.3
|
|
|
2,163.8
|
|
|
March 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
2,236.0
|
|
|
$
|
—
|
|
|
$
|
2,236.0
|
|
|
$
|
—
|
|
Foreign time deposits
|
417.6
|
|
|
—
|
|
|
417.6
|
|
|
—
|
|
||||
Other cash equivalents
|
776.3
|
|
|
—
|
|
|
776.3
|
|
|
—
|
|
||||
Foreign exchange derivative assets
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
||||
Deferred executive compensation investments
|
106.4
|
|
|
85.3
|
|
|
21.1
|
|
|
—
|
|
||||
|
$
|
3,552.1
|
|
|
$
|
85.3
|
|
|
$
|
3,466.8
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange derivative liabilities
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
Deferred executive compensation liabilities
|
98.8
|
|
|
77.7
|
|
|
21.1
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
217.2
|
|
|
—
|
|
|
—
|
|
|
217.2
|
|
||||
|
$
|
317.1
|
|
|
$
|
77.7
|
|
|
$
|
22.2
|
|
|
$
|
217.2
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
2,016.8
|
|
|
$
|
—
|
|
|
$
|
2,016.8
|
|
|
$
|
—
|
|
Foreign time deposits
|
370.3
|
|
|
—
|
|
|
370.3
|
|
|
—
|
|
||||
Other cash equivalents
|
1,080.4
|
|
|
—
|
|
|
1,080.4
|
|
|
—
|
|
||||
Foreign exchange derivative assets
|
20.4
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
||||
Deferred executive compensation investments
|
100.7
|
|
|
80.4
|
|
|
20.3
|
|
|
—
|
|
||||
|
$
|
3,588.6
|
|
|
$
|
80.4
|
|
|
$
|
3,508.2
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred executive compensation liabilities
|
$
|
93.0
|
|
|
$
|
72.7
|
|
|
$
|
20.3
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
225.2
|
|
|
—
|
|
|
—
|
|
|
225.2
|
|
||||
|
$
|
318.2
|
|
|
$
|
72.7
|
|
|
$
|
20.3
|
|
|
$
|
225.2
|
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Product net sales:
|
|
|
|
||||
Specialty pharmaceuticals
|
$
|
1,359.3
|
|
|
$
|
1,231.8
|
|
Medical devices
|
259.8
|
|
|
200.7
|
|
||
Total product net sales
|
1,619.1
|
|
|
1,432.5
|
|
||
Other revenues
|
27.0
|
|
|
27.1
|
|
||
Total revenues
|
$
|
1,646.1
|
|
|
$
|
1,459.6
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
|
|
||
Specialty pharmaceuticals
|
$
|
570.3
|
|
|
$
|
490.0
|
|
Medical devices
|
75.7
|
|
|
54.6
|
|
||
Total segments
|
646.0
|
|
|
544.6
|
|
||
General and administrative expenses, other indirect costs and other adjustments
|
213.2
|
|
|
144.1
|
|
||
Amortization of intangible assets (a)
|
26.6
|
|
|
25.1
|
|
||
Restructuring charges
|
24.3
|
|
|
4.3
|
|
||
Total operating income
|
$
|
381.9
|
|
|
$
|
371.1
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Specialty Pharmaceuticals:
|
|
|
|
||||
Eye Care Pharmaceuticals
|
$
|
730.4
|
|
|
$
|
668.6
|
|
Botox
®
/Neuromodulators
|
501.8
|
|
|
457.9
|
|
||
Skin Care and Other
|
127.1
|
|
|
105.3
|
|
||
Total Specialty Pharmaceuticals
|
1,359.3
|
|
|
1,231.8
|
|
||
|
|
|
|
||||
Medical Devices:
|
|
|
|
|
|
||
Breast Aesthetics
|
99.5
|
|
|
89.6
|
|
||
Facial Aesthetics
|
147.9
|
|
|
111.1
|
|
||
Core Medical Devices
|
247.4
|
|
|
200.7
|
|
||
Other
|
12.4
|
|
|
—
|
|
||
Total Medical Devices
|
259.8
|
|
|
200.7
|
|
||
|
|
|
|
||||
Total product net sales
|
$
|
1,619.1
|
|
|
$
|
1,432.5
|
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Product net sales:
|
|
|
|
||||
United States
|
$
|
1,010.7
|
|
|
$
|
873.0
|
|
Europe
|
347.5
|
|
|
303.2
|
|
||
Latin America
|
80.4
|
|
|
81.2
|
|
||
Asia Pacific
|
114.0
|
|
|
112.4
|
|
||
Other
|
66.5
|
|
|
62.7
|
|
||
Total product net sales
|
$
|
1,619.1
|
|
|
$
|
1,432.5
|
|
|
March 31,
2014 |
|
December 31,
2013 |
||||
|
(in millions)
|
||||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
4,256.1
|
|
|
$
|
4,274.7
|
|
Europe
|
590.2
|
|
|
569.9
|
|
||
Latin America
|
51.7
|
|
|
52.2
|
|
||
Asia Pacific
|
50.1
|
|
|
51.2
|
|
||
Other
|
1.3
|
|
|
1.4
|
|
||
Total long-lived assets
|
$
|
4,949.4
|
|
|
$
|
4,949.4
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
March 31,
|
|
March 31,
|
|
Change in Product Net Sales
|
|
Percent Change in Product Net Sales
|
|||||||||||||||||||||
|
2014
|
|
2013
|
|
Total
|
|
Performance
|
|
Currency
|
|
Total
|
|
Performance
|
|
Currency
|
|||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Net Sales by Product Line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Eye Care Pharmaceuticals
|
$
|
730.4
|
|
|
$
|
668.6
|
|
|
$
|
61.8
|
|
|
$
|
73.1
|
|
|
$
|
(11.3
|
)
|
|
9.2
|
%
|
|
10.9
|
%
|
|
(1.7
|
)%
|
Botox
®
/Neuromodulators
|
501.8
|
|
|
457.9
|
|
|
43.9
|
|
|
52.7
|
|
|
(8.8
|
)
|
|
9.6
|
%
|
|
11.5
|
%
|
|
(1.9
|
)%
|
|||||
Skin Care and Other
|
127.1
|
|
|
105.3
|
|
|
21.8
|
|
|
22.1
|
|
|
(0.3
|
)
|
|
20.7
|
%
|
|
21.0
|
%
|
|
(0.3
|
)%
|
|||||
Total Specialty
Pharmaceuticals
|
1,359.3
|
|
|
1,231.8
|
|
|
127.5
|
|
|
147.9
|
|
|
(20.4
|
)
|
|
10.4
|
%
|
|
12.0
|
%
|
|
(1.6
|
)%
|
|||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Breast Aesthetics
|
99.5
|
|
|
89.6
|
|
|
9.9
|
|
|
11.0
|
|
|
(1.1
|
)
|
|
11.0
|
%
|
|
12.3
|
%
|
|
(1.3
|
)%
|
|||||
Facial Aesthetics
|
147.9
|
|
|
111.1
|
|
|
36.8
|
|
|
39.6
|
|
|
(2.8
|
)
|
|
33.1
|
%
|
|
35.6
|
%
|
|
(2.5
|
)%
|
|||||
Core Medical Devices
|
247.4
|
|
|
200.7
|
|
|
46.7
|
|
|
50.6
|
|
|
(3.9
|
)
|
|
23.3
|
%
|
|
25.2
|
%
|
|
(1.9
|
)%
|
|||||
Other (a)
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|
12.4
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Total Medical Devices
|
259.8
|
|
|
200.7
|
|
|
59.1
|
|
|
63.0
|
|
|
(3.9
|
)
|
|
29.4
|
%
|
|
31.4
|
%
|
|
(2.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total product net sales
|
$
|
1,619.1
|
|
|
$
|
1,432.5
|
|
|
$
|
186.6
|
|
|
$
|
210.9
|
|
|
$
|
(24.3
|
)
|
|
13.0
|
%
|
|
14.7
|
%
|
|
(1.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Domestic product net sales
|
62.4
|
%
|
|
60.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International product net sales
|
37.6
|
%
|
|
39.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Selected Product Net Sales (b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alphagan
®
P
,
Alphagan
®
and
Combigan
®
|
$
|
121.3
|
|
|
$
|
116.7
|
|
|
$
|
4.6
|
|
|
$
|
7.0
|
|
|
$
|
(2.4
|
)
|
|
3.9
|
%
|
|
6.0
|
%
|
|
(2.1
|
)%
|
Lumigan
®
Franchise
|
145.0
|
|
|
141.2
|
|
|
3.8
|
|
|
3.7
|
|
|
0.1
|
|
|
2.7
|
%
|
|
2.6
|
%
|
|
0.1
|
%
|
|||||
Total Glaucoma Products
|
268.5
|
|
|
260.4
|
|
|
8.1
|
|
|
10.5
|
|
|
(2.4
|
)
|
|
3.1
|
%
|
|
4.0
|
%
|
|
(0.9
|
)%
|
|||||
Restasis
®
|
231.7
|
|
|
206.7
|
|
|
25.0
|
|
|
27.3
|
|
|
(2.3
|
)
|
|
12.1
|
%
|
|
13.2
|
%
|
|
(1.1
|
)%
|
|||||
Latisse
®
|
23.7
|
|
|
24.6
|
|
|
(0.9
|
)
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
(3.5
|
)%
|
|
(2.5
|
)%
|
|
(1.0
|
)%
|
|||||
Total Specialty Pharmaceuticals and Core Medical Devices
|
1,606.7
|
|
|
1,432.5
|
|
|
174.2
|
|
|
198.5
|
|
|
(24.3
|
)
|
|
12.2
|
%
|
|
13.9
|
%
|
|
(1.7
|
)%
|
(a)
|
Other medical devices product net sales consist of sales made pursuant to transition services agreements with Apollo Endosurgery, Inc. related to the disposition of our obesity intervention business unit.
|
(b)
|
Percentage change in selected product net sales is calculated on amounts reported to the nearest whole dollar. Total glaucoma products include the
Alphagan
®
and
Lumigan
®
franchises.
|
•
|
Latisse
®
(U.S. - Phase III) for brow
|
•
|
Levadex
®
(U.S. - Filed / Resubmitted in response to FDA Complete Response Letter) for migraine
|
•
|
Ozurdex
®
(U.S. and Europe - Filed) for diabetic macular edema
|
•
|
Restasis
®
(Europe - Phase III) for ocular surface disease
|
•
|
Ser-120 (U.S. - Phase III) for nocturia (in collaboration with Serenity)
|
•
|
Botox
®
(U.S. - Phase III) for juvenile cerebral palsy
|
•
|
Aczone
®
X (U.S. - Phase III) for acne vulgaris
|
•
|
AGN-199201 (U.S. - Phase III) for rosacea
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Direct costs for:
|
|
|
|
||||
Late-stage projects
|
$
|
84.8
|
|
|
$
|
55.1
|
|
Other R&D projects
|
156.9
|
|
|
167.8
|
|
||
Upfront payments to license or purchase in-process R&D assets
|
75.0
|
|
|
—
|
|
||
Other R&D expenses
|
32.3
|
|
|
25.9
|
|
||
Total
|
$
|
349.0
|
|
|
$
|
248.8
|
|
|
|
Employee Severance
|
|
Other
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Restructuring charges during the three month period ended March 31, 2014
|
|
$
|
22.9
|
|
|
$
|
1.1
|
|
|
$
|
24.0
|
|
Spending
|
|
(8.1
|
)
|
|
(0.9
|
)
|
|
(9.0
|
)
|
|||
Balance at March 31, 2014 (included in "Other accrued expenses")
|
|
$
|
14.8
|
|
|
$
|
0.2
|
|
|
$
|
15.0
|
|
|
Three Months Ended
|
||||||
|
March 31,
2014 |
|
March 31,
2013 |
||||
|
(in millions)
|
||||||
Operating income:
|
|
|
|
|
|
||
Specialty pharmaceuticals
|
$
|
570.3
|
|
|
$
|
490.0
|
|
Medical devices
|
75.7
|
|
|
54.6
|
|
||
Total segments
|
646.0
|
|
|
544.6
|
|
||
General and administrative expenses, other indirect costs and other adjustments
|
213.2
|
|
|
144.1
|
|
||
Amortization of intangible assets (a)
|
26.6
|
|
|
25.1
|
|
||
Restructuring charges
|
24.3
|
|
|
4.3
|
|
||
Total operating income
|
$
|
381.9
|
|
|
$
|
371.1
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
|
2013
|
||
|
(in millions)
|
||
Earnings from continuing operations before income taxes, as reported
|
$
|
1,730.8
|
|
Changes in the fair value of contingent consideration liabilities related to business combinations
|
70.7
|
|
|
Fair market value inventory adjustment rollout related to the acquisition of SkinMedica
|
8.9
|
|
|
External costs for stockholder derivative litigation and other legal contingency expenses
|
3.1
|
|
|
Transaction and integration costs associated with business combinations and license agreements
|
20.6
|
|
|
Impairment of a non-marketable third party equity investment
|
3.7
|
|
|
Restructuring charges
|
5.5
|
|
|
|
$
|
1,843.3
|
|
|
|
||
Provision for income taxes, as reported
|
$
|
458.3
|
|
Income tax benefit for:
|
|
|
|
Changes in the fair value of contingent consideration liabilities related to business combinations
|
—
|
|
|
Fair market value inventory adjustment rollout related to the acquisition of SkinMedica
|
3.3
|
|
|
External costs for stockholder derivative litigation and legal contingency expenses
|
—
|
|
|
Transaction and integration costs associated with business combinations and license agreements
|
4.8
|
|
|
Impairment of a non-marketable third party equity investment
|
1.3
|
|
|
Restructuring charges
|
1.7
|
|
|
2012 retroactive U.S. federal research and development tax credit
|
15.1
|
|
|
|
$
|
484.5
|
|
Adjusted effective tax rate
|
26.3
|
%
|
|
March 31, 2014
|
||||||||||||||||||||||||||||||
|
Maturing in
|
|
Fair
Market
Value
|
||||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
(in millions, except interest rates)
|
||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash Equivalents and Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial Paper
|
$
|
2,236.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,236.0
|
|
|
$
|
2,236.0
|
|
Weighted Average Interest Rate
|
0.09
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.09
|
%
|
|
|
|
||||||||
Foreign Time Deposits
|
417.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417.6
|
|
|
417.6
|
|
||||||||
Weighted Average Interest Rate
|
0.33
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.33
|
%
|
|
|
|
||||||||
Other Cash Equivalents
|
776.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
776.3
|
|
|
776.3
|
|
||||||||
Weighted Average Interest Rate
|
0.38
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.38
|
%
|
|
|
|
||||||||
Total Cash Equivalents and Short-Term Investments
|
$
|
3,429.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,429.9
|
|
|
$
|
3,429.9
|
|
Weighted Average Interest Rate
|
0.18
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.18
|
%
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate (US$) (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
827.7
|
|
|
$
|
20.0
|
|
|
$
|
249.6
|
|
|
$
|
997.8
|
|
|
$
|
2,095.1
|
|
|
$
|
2,169.9
|
|
Weighted Average Interest Rate
|
—
|
|
|
—
|
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
3.21
|
%
|
|
3.30
|
%
|
|
|
|
||||||||
Other Variable Rate (non-US$)
|
61.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.1
|
|
|
61.1
|
|
||||||||
Weighted Average Interest Rate
|
8.33
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.33
|
%
|
|
|
|
||||||||
Total Debt Obligations
|
$
|
61.1
|
|
|
$
|
—
|
|
|
$
|
827.7
|
|
|
$
|
20.0
|
|
|
$
|
249.6
|
|
|
$
|
997.8
|
|
|
$
|
2,156.2
|
|
|
$
|
2,231.0
|
|
Weighted Average Interest Rate
|
8.33
|
%
|
|
—
|
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
3.21
|
%
|
|
3.45
|
%
|
|
|
|
(a)
|
The carrying value of debt obligations maturing in 2016 includes an unamortized amount of $28.1 million related to a terminated interest rate swap associated with the 2016 Notes.
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
|
Maturing in
|
|
Fair
Market
Value
|
||||||||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
(in millions, except interest rates)
|
||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash Equivalents and Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial Paper
|
$
|
2,016.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,016.8
|
|
|
$
|
2,016.8
|
|
Weighted Average Interest Rate
|
0.07
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.07
|
%
|
|
|
|
||||||||
Foreign Time Deposits
|
370.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
370.3
|
|
|
370.3
|
|
||||||||
Weighted Average Interest Rate
|
0.39
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.39
|
%
|
|
|
|
||||||||
Other Cash Equivalents
|
1,080.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,080.4
|
|
|
1,080.4
|
|
||||||||
Weighted Average Interest Rate
|
0.16
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.16
|
%
|
|
|
|
||||||||
Total Cash Equivalents and Short-Term Investments
|
$
|
3,467.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,467.5
|
|
|
$
|
3,467.5
|
|
Weighted Average Interest Rate
|
0.13
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
%
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate (US$) (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
831.0
|
|
|
$
|
20.0
|
|
|
$
|
249.5
|
|
|
$
|
997.8
|
|
|
$
|
2,098.3
|
|
|
$
|
2,163.8
|
|
Weighted Average Interest Rate
|
—
|
|
|
—
|
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
3.21
|
%
|
|
3.30
|
%
|
|
|
|
||||||||
Other Variable Rate (non-US$)
|
55.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.6
|
|
|
55.6
|
|
||||||||
Weighted Average Interest Rate
|
6.07
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.07
|
%
|
|
|
|
||||||||
Total Debt Obligations
|
$
|
55.6
|
|
|
$
|
—
|
|
|
$
|
831.0
|
|
|
$
|
20.0
|
|
|
$
|
249.5
|
|
|
$
|
997.8
|
|
|
$
|
2,153.9
|
|
|
$
|
2,219.4
|
|
Weighted Average Interest Rate
|
6.07
|
%
|
|
—
|
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
3.21
|
%
|
|
3.38
|
%
|
|
|
|
(a)
|
The carrying value of debt obligations maturing in 2016 includes an unamortized amount of $31.5 million related to a terminated interest rate swap associated with the 2016 Notes.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
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
|
$
|
11.3
|
|
|
101.45
|
|
|
$
|
9.2
|
|
|
103.02
|
|
Australian dollar
|
9.5
|
|
|
0.90
|
|
|
9.3
|
|
|
0.88
|
|
||
Russian ruble
|
17.5
|
|
|
37.19
|
|
|
16.5
|
|
|
33.42
|
|
||
|
$
|
38.3
|
|
|
|
|
|
$
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
(0.7
|
)
|
|
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||
(Pay U.S. dollar/receive foreign currency)
|
|
|
|
|
|
|
|
|
|
|
|
||
Euro
|
$
|
41.7
|
|
|
1.39
|
|
|
$
|
41.3
|
|
|
1.38
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
(0.4
|
)
|
|
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency sold — put options:
|
|
|
|
|
|
|
|
|
|
|
|
||
Canadian dollar
|
$
|
115.4
|
|
|
1.07
|
|
|
$
|
95.4
|
|
|
1.04
|
|
Mexican peso
|
13.7
|
|
|
13.16
|
|
|
17.7
|
|
|
13.12
|
|
||
Australian dollar
|
50.0
|
|
|
0.89
|
|
|
44.8
|
|
|
0.92
|
|
||
Brazilian real
|
34.9
|
|
|
2.52
|
|
|
29.7
|
|
|
2.42
|
|
||
Euro
|
217.4
|
|
|
1.36
|
|
|
245.5
|
|
|
1.36
|
|
||
Korean won
|
14.3
|
|
|
1,064.65
|
|
|
18.5
|
|
|
1,062.71
|
|
||
Turkish lira
|
24.6
|
|
|
2.15
|
|
|
32.7
|
|
|
2.13
|
|
||
Polish zloty
|
7.2
|
|
|
3.09
|
|
|
9.7
|
|
|
3.08
|
|
||
Swiss franc
|
7.2
|
|
|
0.88
|
|
|
9.5
|
|
|
0.88
|
|
||
Russian ruble
|
13.7
|
|
|
34.29
|
|
|
17.0
|
|
|
34.09
|
|
||
Swedish krona
|
5.5
|
|
|
6.58
|
|
|
6.8
|
|
|
6.57
|
|
||
South African rand
|
7.9
|
|
|
10.81
|
|
|
11.0
|
|
|
10.72
|
|
||
Japanese yen
|
19.9
|
|
|
102.74
|
|
|
22.5
|
|
|
102.75
|
|
||
|
$
|
531.7
|
|
|
|
|
|
$
|
560.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
15.8
|
|
|
|
|
|
$
|
20.2
|
|
|
|
|
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)
|
|||||
January 1, 2014 to January 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
8,761,705
|
|
February 1, 2014 to February 28, 2014
|
1,561,398
|
|
|
123.11
|
|
|
1,500,000
|
|
|
9,859,965
|
|
|
March 1, 2014 to March 31, 2014
|
1,607,263
|
|
|
128.01
|
|
|
1,605,300
|
|
|
8,810,526
|
|
|
Total
|
3,168,661
|
|
|
$
|
125.59
|
|
|
3,105,300
|
|
|
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
March 31, 2014
, we held approximately 9.6 million treasury shares under this program. We previously entered into a Rule 10b5-1 plan that authorized our broker to purchase our common stock traded in the open market pursuant to our evergreen stock repurchase program. The Rule 10b5-1 plan was subsequently terminated in accordance with its terms. Pursuant to the stock repurchase program, we may also repurchase shares outside of a Rule 10b5-1 plan from time to time in accordance with applicable law. During the first fiscal quarter of
2014
, the difference between total number of shares purchased and total number of shares purchased as part of publicly announced plans or programs is due to shares of common stock withheld by us to satisfy tax withholding obligations related to vested employee restricted stock awards.
|
(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.
|
|
|
|
ALLERGAN, INC.
|
|
|
|
/s/ Jeffrey L. Edwards
|
|
Jeffrey L. Edwards
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
No.
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Allergan, Inc. (incorporated by reference to Exhibit 3.1 to Allergan Inc.’s Report on Form 10-Q for the Quarter ended March 31, 2013)
|
|
|
|
3.2
|
|
Allergan, Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Allergan Inc.’s Report on Form 10-Q for the Quarter ended March 31, 2013)
|
|
|
|
10.1
|
|
Second Amendment to Allergan, Inc. Pension Plan
|
|
|
|
10.2
|
|
Third Amendment to Allergan, Inc. Pension Plan
|
|
|
|
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 from Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Earnings; (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Unaudited Condensed Consolidated Balance Sheets; (iv) Unaudited Condensed Consolidated Statements of Cash Flows; and (v) Notes to Unaudited Condensed Consolidated Financial Statements
|
(i)
|
Base earnings and overtime (including shift differential and premium);
|
(ii)
|
Commissions and similar incentive compensation;
|
(iii)
|
Bonus amounts paid under the:
|
(A)
|
Sales Bonus Program;
|
(B)
|
Management Bonus Plan or Executive Bonus Plan, either in cash, in restricted stock or restricted stock units;
|
(C)
|
Group performance sharing payments, such as the “Partners for Success;” and
|
(D)
|
Amounts paid to the Participant as a “Lump Sum Payment in Lieu of Merit Increase;”
|
(iv)
|
Pay received for the following purposes:
|
(A)
|
Holiday pay;
|
(B)
|
Jury duty;
|
(C)
|
Pay received for military service;
|
(D)
|
Pay received for being available for work, if required (call-in premium);
|
(E)
|
Sickness/accident related pay;
|
(F)
|
Vacation pay (other than compensation paid under the vacation buy-back policy or any similar policy);
|
(G)
|
Vacation shift premium;
|
(v)
|
Amounts of salary reduction elected by a Participant under:
|
(vi)
|
Amounts paid to an Employee pursuant to a “split pay arrangement” between the Company and an Affiliated Company; and
|
(vii)
|
Amounts deferred under the Executive Deferred Compensation Plan that were otherwise payable in respect of services rendered on or before December 31, 2011.
|
(i)
|
Allowances, including:
|
(A)
|
Allowances and adjustments for cost of living and differentials;
|
(B)
|
Company car allowances;
|
(C)
|
Expatriate reimbursement payments and tax equalization payments; and
|
(D)
|
Payments for loss of Company car;
|
(ii)
|
Relocation and moving expenses;
|
(iii)
|
Special overseas payments;
|
(iv)
|
Business expense reimbursements;
|
(v)
|
Company gifts or the value of Company gifts;
|
(vi)
|
Company stock-related options and payments (other than amounts included under (a)(iii)(B), above);
|
(vii)
|
Employee referral awards;
|
(viii)
|
Flexible compensation credits paid in cash;
|
(ix)
|
Forms of imputed income;
|
(x)
|
Long-term disability pay;
|
(xi)
|
Payments for patents or for writing articles;
|
(xii)
|
Retention and employment incentive payments;
|
(xiii)
|
Severance pay;
|
(xiv)
|
Bonus amounts paid under the following programs:
|
(A)
|
Long-term incentive awards, bonuses or payments (other than those specifically described in (a) above);
|
(B)
|
“Impact Award” payments;
|
(C)
|
“Employee of the Year” payments;
|
(D)
|
“Awards for Excellence” payments;
|
(E)
|
“Hidden Gem Award” payments;
|
(F)
|
Special group incentive payments and individual recognition payments which are nonrecurring in nature (such as “Contest Pay”);
|
(xv)
|
Tuition reimbursements;
|
(xvi)
|
Lump sum amounts paid to Employees under the Company’s vacation buy-back policy or any similar program;
|
(xvii)
|
Any contributions or distributions pursuant to any plan sponsored by the Company and qualified under Code Section 401(a) (other than contributions constituting salary reduction amounts elected by the Participant under a Code Section 401(k) cash or deferred arrangement); and
|
(xviii)
|
Any payments under a health or welfare plan sponsored by the Company, or premiums paid by the Company under any insurance plan for the benefit of Employees (other than a salary reduction election made by a Participant under a Code Section 125 cafeteria plan).
|
(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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(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
|
(b)
|
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.
|
|
/s/ DAVID E.I. PYOTT
|
|
David E.I. Pyott
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
(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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(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
|
(b)
|
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.
|
|
/s/ JEFFREY L. EDWARDS
|
|
Jeffrey L. Edwards
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2014 (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
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DAVID E.I. PYOTT
|
|
David E.I. Pyott
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2014 (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
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JEFFREY L. EDWARDS
|
|
Jeffrey L. Edwards
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|