UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
————————————————————
FORM 10-Q
————————————————————

(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended September 30, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

Commission File Number 1-10269
Allergan, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
95-1622442
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
 
2525 Dupont Drive
Irvine, California
(Address of Principal Executive Offices)
92612
(Zip Code)
(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 Large accelerated filer   þ
Accelerated filer   ¨
 Non-accelerated filer   ¨  (Do not check if a smaller reporting company)
Smaller reporting company   ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No þ
As of  October 31, 2014 , there were 307,605,860 shares of common stock outstanding (including  9,707,230 shares held in treasury).
 
 
 
 
 


ALLERGAN, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2014
INDEX
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2
Table of Contents

PART I — FINANCIAL INFORMATION
Item 1.   Financial Statements
 
ALLERGAN, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in millions, except per share amounts)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
Revenues:
 
 
 
 
 
 
 
 
Product net sales
 
$
1,790.7

 
$
1,528.4

 
$
5,237.1

 
$
4,537.9

Other revenues
 
26.4

 
30.3

 
90.3

 
78.1

Total revenues
 
1,817.1

 
1,558.7

 
5,327.4

 
4,616.0

 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 

 
 

Cost of sales (excludes amortization of intangible assets)
 
206.6

 
192.2

 
633.3

 
591.2

Selling, general and administrative
 
714.7

 
589.3

 
2,092.2

 
1,804.0

Research and development
 
288.5

 
257.6

 
926.2

 
772.9

Amortization of intangible assets
 
29.0

 
28.8

 
84.8

 
88.5

Restructuring charges
 
185.5

 
0.6

 
208.3

 
4.9

Operating income
 
392.8

 
490.2

 
1,382.6

 
1,354.5

 
 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 

 
 

Interest income
 
2.0

 
1.5

 
6.2

 
5.1

Interest expense
 
(18.4
)
 
(19.4
)
 
(53.8
)
 
(56.8
)
Other, net
 
43.0

 
(15.5
)
 
20.4

 
(13.0
)
 
 
26.6

 
(33.4
)
 
(27.2
)
 
(64.7
)
 
 
 
 
 
 
 
 
 
Earnings from continuing operations before income taxes
 
419.4

 
456.8

 
1,355.4

 
1,289.8

Provision for income taxes
 
106.3

 
123.9

 
365.4

 
329.9

 
 
 
 
 
 
 
 
 
Earnings from continuing operations
 
313.1

 
332.9

 
990.0

 
959.9

 
 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
 
Earnings from discontinued operations, net of applicable income tax expense of $2.7 million and $6.4 million for the three and nine months ended September 30, 2013, respectively
 
—

 
5.5

 
—

 
13.1

Gain (loss) on sale of discontinued operations, net of applicable income tax expense (benefit) of $0.0 million and $(21.1) million for the three months ended September 30, 2014 and 2013, respectively, and $(0.3) million and $(108.3) million for the nine months ended September 30, 2014 and 2013, respectively
 
0.3

 
(37.6
)
 
(0.3
)
 
(296.6
)
Discontinued operations
 
0.3

 
(32.1
)
 
(0.3
)
 
(283.5
)
 
 
 
 
 
 
 
 
 
Net earnings
 
313.4

 
300.8

 
989.7

 
676.4

Net earnings attributable to noncontrolling interest
 
0.9

 
1.0

 
2.7

 
4.2

Net earnings attributable to Allergan, Inc.
 
$
312.5

 
$
299.8

 
$
987.0

 
$
672.2

 
 
 
 
 
 
 
 
 
Basic earnings per share attributable to Allergan, Inc. stockholders:
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.05

 
$
1.12

 
$
3.32

 
$
3.22

Discontinued operations
 
—

 
(0.11
)
 
—

 
(0.95
)
Net basic earnings per share attributable to Allergan, Inc. stockholders
 
$
1.05

 
$
1.01

 
$
3.32

 
$
2.27

 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Allergan, Inc. stockholders:
 
 
 
 
 
 
 
 
Continuing operations
 
$
1.03

 
$
1.10

 
$
3.25

 
$
3.17

Discontinued operations
 
—

 
(0.10
)
 
—

 
(0.94
)
Net diluted earnings per share attributable to Allergan, Inc. stockholders
 
$
1.03

 
$
1.00

 
$
3.25

 
$
2.23

See accompanying notes to unaudited condensed consolidated financial statements.

3
Table of Contents

ALLERGAN, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
 
 
 
 
 
 
 
 
Net earnings
 
$
313.4

 
$
300.8

 
$
989.7

 
$
676.4

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(79.2
)
 
31.0

 
(68.2
)
 
(8.1
)
Amortization of deferred holding gains on derivatives designated as cash flow hedges included in net earnings, net of income tax benefit of $0.1 million for the three months ended September 30, 2014 and 2013, respectively, and $0.4 million for the nine months ended September 30, 2014 and 2013, respectively (a)
 
(0.2
)
 
(0.2
)
 
(0.6
)
 
(0.6
)
Unrealized gain on available-for-sale securities, net of income tax expense of $1.1 million for the three and nine months ended September 30, 2014, respectively
 
1.9

 
—

 
1.9

 
—

Other comprehensive (loss) income
 
(77.5
)
 
30.8

 
(66.9
)
 
(8.7
)
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
235.9

 
331.6

 
922.8

 
667.7

Comprehensive income attributable to noncontrolling interest
 
0.6

 
1.8

 
2.6

 
3.0

 
 
 
 
 
 
 
 
 
Comprehensive income attributable to Allergan, Inc.
 
$
235.3

 
$
329.8

 
$
920.2

 
$
664.7

——————————
(a)
Reclassified into "Interest expense" in the unaudited condensed consolidated statements of earnings.


See accompanying notes to unaudited condensed consolidated financial statements.

4
Table of Contents

ALLERGAN, INC.
 
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)

 
September 30,
2014
 
December 31,
2013
ASSETS
Current assets:
 
 
 
Cash and equivalents
$
3,910.8

 
$
3,046.1

Short-term investments
274.6

 
603.0

Trade receivables, net
967.4

 
883.3

Inventories
297.7

 
285.3

Other current assets
653.3

 
493.0

Assets of discontinued operations
—

 
9.0

Total current assets
6,103.8

 
5,319.7

Investments and other assets
236.9

 
213.2

Deferred tax assets
59.4

 
128.8

Property, plant and equipment, net
1,005.3

 
923.2

Goodwill
2,414.0

 
2,339.4

Intangibles, net
1,826.4

 
1,650.0

Total assets
$
11,645.8

 
$
10,574.3

LIABILITIES AND EQUITY
Current liabilities:
 

 
 

Notes payable
$
55.8

 
$
55.6

Accounts payable
283.2

 
283.2

Accrued compensation
267.9

 
269.1

Other accrued expenses
960.1

 
597.5

Income taxes
—

 
38.9

Total current liabilities
1,567.0

 
1,244.3

Long-term debt
2,088.6

 
2,098.3

Other liabilities
871.2

 
762.2

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 307,605,860 shares as of September 30, 2014 and 307,554,060 shares as of December 31, 2013
3.1

 
3.1

Additional paid-in capital
3,249.7

 
3,032.8

Accumulated other comprehensive loss
(293.4
)
 
(226.6
)
Retained earnings
5,411.9

 
4,646.7

 
8,371.3

 
7,456.0

Less treasury stock, at cost (9,992,377 shares as of September 30, 2014 and 9,947,345 shares as of December 31, 2013)
(1,260.6
)
 
(992.8
)
Total stockholders’ equity
7,110.7

 
6,463.2

Noncontrolling interest
8.3

 
6.3

Total equity
7,119.0

 
6,469.5

Total liabilities and equity
$
11,645.8

 
$
10,574.3

See accompanying notes to unaudited condensed consolidated financial statements.

5
Table of Contents

ALLERGAN, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
Cash flows from operating activities:
 
 
 
Net earnings
$
989.7

 
$
676.4

Non-cash items included in net earnings:
 

 
 

Depreciation and amortization
185.0

 
195.1

Amortization of original issue discount and debt issuance costs
2.1

 
1.9

Amortization of net realized gain on interest rate swaps
(11.2
)
 
(10.8
)
Deferred income tax benefit
(13.4
)
 
(134.1
)
Loss on disposal and impairment of assets
8.7

 
3.9

Unrealized gain on derivative instruments
(19.0
)
 
(4.3
)
Expense of share-based compensation plans
107.1

 
84.6

Loss on sale of discontinued operations
—

 
404.9

(Income) expense from changes in fair value of contingent consideration
(15.5
)
 
4.8

Provision for losses on trade receivables in Venezuela
37.3

 
—

Restructuring charges
208.3

 
4.9

Loss on investment
—

 
3.7

Changes in operating assets and liabilities:
 

 
 

Trade receivables
(144.2
)
 
(173.4
)
Inventories
(24.9
)
 
(22.6
)
Other current assets
(9.5
)
 
23.2

Other non-current assets
(13.5
)
 
(8.2
)
Accounts payable
(5.1
)
 
22.6

Accrued expenses
103.0

 
58.1

Income taxes
(133.5
)
 
20.4

Other liabilities
(17.8
)
 
29.0

Net cash provided by operating activities
1,233.6

 
1,180.1

 
 
 
 
Cash flows from investing activities:
 

 
 

Purchases of short-term investments
(1,269.8
)
 
(644.5
)
Purchase of non-marketable equity investment
(10.0
)
 
—

Acquisitions, net of cash acquired
(67.5
)
 
(892.1
)
Additions to property, plant and equipment
(185.4
)
 
(97.4
)
Additions to capitalized software
(12.6
)
 
(8.6
)
Additions to intangible assets
(15.0
)
 
(0.3
)
Proceeds from maturities of short-term investments
1,596.3

 
380.5

Proceeds from sale of business
1.8

 
—

Proceeds from sale of property, plant and equipment
0.3

 
0.4

Net cash provided by (used in) investing activities
38.1

 
(1,262.0
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Dividends to stockholders
(44.7
)
 
(44.6
)
Payments to acquire treasury stock
(835.1
)
 
(649.3
)
Payments of contingent consideration
(10.2
)
 
(11.1
)
Net borrowings (repayments) of notes payable
0.2

 
(11.6
)
Sale of stock to employees
388.3

 
160.1

Excess tax benefits from share-based compensation
114.1

 
33.6

Debt issuance costs
—

 
(4.8
)
Proceeds from issuance of senior notes, net of discount
—

 
598.5

Net cash (used in) provided by financing activities
(387.4
)
 
70.8

 
 
 
 
Effect of exchange rate changes on cash and equivalents
(19.6
)
 
(4.4
)
Net increase (decrease) in cash and equivalents
864.7

 
(15.5
)
Cash and equivalents at beginning of period
3,046.1

 
2,701.8

Cash and equivalents at end of period
$
3,910.8

 
$
2,686.3

 
 
 
 
Supplemental disclosure of cash flow information
 

 
 

Cash paid for:
 

 
 

Interest, net of amount capitalized
$
59.6

 
$
55.0

Income taxes, net of refunds
$
421.0

 
$
290.8

See accompanying notes to unaudited condensed consolidated financial statements.

6
Table of Contents

ALLERGAN, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1:  Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (consisting only of normal recurring accruals) to present fairly the financial information contained therein. These statements do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP) for annual periods and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2013. The Company prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. The results of operations for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or any other period(s).
Recently Adopted Accounting Standards
In July 2013, the Financial Accounting Standards Board (FASB) issued an accounting standards update that requires the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. This guidance became effective for fiscal years beginning after December 15, 2013, with early adoption permitted. The Company adopted the provisions of the guidance in the first quarter of 2014. The adoption did not have a material impact on the Company’s consolidated financial statements.
In March 2013, the FASB issued an accounting standards update that provides guidance on the accounting for the cumulative translation adjustment (CTA) upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. Under this guidance, an entity should recognize the CTA in earnings based on meeting certain criteria, including when it ceases to have a controlling financial interest in a subsidiary or group of assets within a consolidated foreign entity or upon a sale or transfer that results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resides. This guidance became effective for fiscal years beginning on or after December 15, 2013, with early adoption permitted. The Company adopted the provisions of the guidance in the first quarter of 2014. The adoption did not have a material impact on the Company’s consolidated financial statements.
New Accounting Standards Not Yet Adopted
In June 2014, the FASB issued an accounting standards update that requires a performance target that affects vesting of a share-based payment award and that could be achieved after the requisite service period to be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized over the required service period, if it is probable that the performance target will be achieved. This guidance will be effective for fiscal years beginning after December 15, 2015, which will be the Company's fiscal year 2016, with early adoption permitted. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.
In May 2014, the FASB issued an accounting standards update that creates a single source of revenue guidance for companies in all industries. The new standard provides guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers, unless the contracts are within the scope of other accounting standards. It also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets. This guidance must be adopted using either a full retrospective approach for all periods presented or a modified retrospective approach and will be effective for fiscal years beginning after December 15, 2016, which will be the Company's fiscal year 2017. The Company has not yet evaluated the potential impact of adopting the guidance on the Company's consolidated financial statements.
In April 2014, the FASB issued an accounting standards update that raises the threshold for disposals to qualify as discontinued operations and allows companies to have significant continuing involvement with and continuing cash flows from or to the discontinued operation. It also requires additional disclosures for discontinued operations and new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. This guidance will be effective for fiscal years beginning after December 15, 2014, which will be the Company's fiscal year 2015, with early adoption permitted. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

7
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stockholder Rights Plan
On April 22, 2014, Allergan’s Board of Directors adopted a one-year stockholder rights plan (the Plan) and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company’s common stock. The Plan is not intended to prevent an acquisition of the Company on terms that the Board of Directors considers favorable to, and in the best interests of, all stockholders. Rather, the Plan aims to provide the Board with adequate time to fully assess any proposal. The Plan is scheduled to expire on April 22, 2015.

Under the terms of the Plan, stockholders of record at the close of business on May 8, 2014 received one right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01, at a price of $500.00 for each share of Allergan common stock held on that date. Subject to limited exceptions, the rights will become exercisable if a person or group acquires a beneficial ownership of 10% or more of Allergan’s common stock. In that situation, each holder of a right, other than the person or group with beneficial ownership of 10% or more of Allergan’s common stock, will be effectively entitled to purchase a number of Allergan’s common shares for $500.00 that have a market value of twice the exercise price of the right.

Note 2:  Acquisitions and Collaborations
LiRIS Acquisition
On August 13, 2014 , the Company completed the acquisition of LiRIS Biomedical, Inc. (LiRIS), a clinical-stage specialty pharmaceutical company based in the United States focused on developing a pipeline of innovative treatments for bladder diseases, for an upfront payment of $67.5 million , plus up to an aggregate of $295.0 million in payments contingent upon achieving certain future development milestones and up to an aggregate of $225.0 million in payments contingent upon achieving certain commercial milestones. The estimated fair value of the contingent consideration as of the acquisition date was $192.5 million . The acquisition was funded from current cash and equivalents balances.
The Company recognized tangible and intangible assets acquired and liabilities assumed in connection with the LiRIS acquisition based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was recognized as goodwill. The goodwill acquired in the LiRIS acquisition is not deductible for federal income tax purposes. In connection with the acquisition, the Company acquired assets with a fair value of $334.1 million , consisting of intangible assets of $249.1 million and goodwill of $85.0 million , and assumed non-current deferred tax liabilities of $74.1 million . As of September 30, 2014, the total estimated fair value of the contingent consideration of $192.5 million was included in “Other liabilities.”
The intangible assets consist of an in-process research and development asset of $236.4 million and a patented device technology asset of $12.7 million associated with LiRIS' proprietary delivery system that has an estimated useful life of 16 years . The in-process research and development asset relates to LiRIS’ lead investigational product for the treatment of interstitial cystitis and bladder pain syndrome which is currently in Phase II clinical trials. The estimated fair value of the in-process research and development asset was determined based on the use of a discounted cash flow model using an income approach. The in-process research and development asset is classified as an indefinite-lived intangible asset until the successful completion and commercialization or abandonment of the associated research and development efforts.
Goodwill represents the excess of the LiRIS purchase price over the sum of the fair values assigned to assets acquired less liabilities assumed. The LiRIS acquisition has the potential to broaden the Company's product offering in urology in a disease state with high unmet needs, which the Company believes supports the amount of goodwill recognized as a result of the purchase price paid for LiRIS, in relation to other acquired tangible and intangible assets.
The Company estimated the fair value of the contingent consideration liabilities related to the achievement of future development and regulatory milestones by assigning an achievement probability to each potential milestone and discounting the associated cash payment to its present value using a risk-adjusted rate of return. The Company estimated the fair value of the contingent consideration liabilities associated with sales milestones by employing Monte Carlo simulations to estimate the volatility and systematic relative risk of acquired product revenues and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate.
MAP Acquisition
On March 1, 2013 , the Company completed the acquisition of MAP Pharmaceuticals, Inc. (MAP), a biopharmaceutical company based in the United States focused on developing and commercializing new therapies in neurology, including Semprana TM ,

8
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

formerly referred to as Levadex ® , an orally inhaled drug for the potential acute treatment of migraine in adults, for an aggregate purchase price of approximately $871.7 million , net of cash acquired. The acquisition was funded from a combination of current cash and equivalents and short-term investments.
The Company recognized tangible and intangible assets acquired and liabilities assumed in connection with the MAP acquisition based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net assets acquired was recognized as goodwill. The goodwill acquired in the MAP acquisition is not deductible for federal income tax purposes. In connection with the acquisition, the Company acquired assets with a fair value of $1,233.6 million , consisting of current assets of $2.3 million , property, plant and equipment of $7.7 million , other non-current assets of $0.3 million , deferred tax assets of $132.7 million , intangible assets of $915.6 million and goodwill of $175.0 million , and assumed liabilities of $361.9 million , consisting of current liabilities of $27.3 million and deferred tax liabilities of $334.6 million .
The intangible assets consist of an in-process research and development asset of $683.5 million associated with Semprana TM and a patented device technology asset of $232.1 million associated with MAP's proprietary Tempo ® delivery system that has an estimated useful life of 15 years .
Goodwill represents the excess of the MAP purchase price over the sum of the amounts assigned to assets acquired less liabilities assumed. The MAP acquisition broadens the Company's product offering for the treatment of migraine headaches and MAP's proprietary drug particle and inhalation technology provides the potential for new product development opportunities, which the Company believes support the amount of goodwill recognized as a result of the purchase price paid for MAP, in relation to other acquired tangible and intangible assets.
Exemplar Acquisition
On April 12, 2013 , the Company completed the acquisition of Exemplar Pharma, LLC (Exemplar), a third party contract manufacturer for MAP's Tempo ® delivery system, for an aggregate purchase price of approximately $16.1 million , net of cash acquired. Prior to the acquisition, the Company also had a $1.9 million payable to Exemplar, which was effectively settled upon the acquisition. In connection with the acquisition, the Company acquired assets with a fair value of $16.6 million , consisting of current assets of $0.5 million , property, plant and equipment of $2.1 million and goodwill of $14.0 million , and assumed current liabilities of $0.5 million . The goodwill acquired in the Exemplar acquisition is deductible for federal income tax purposes.
Medytox Collaboration
On September 25, 2013 , the Company announced that it had entered into a license agreement with Medytox, Inc. (Medytox), contingent on obtaining certain government approvals. In January 2014, the Company closed the transaction. Under the terms of the agreement, the Company made an upfront payment to Medytox of $65.0 million in January 2014 and Medytox granted the Company exclusive rights, worldwide outside of Korea with co-exclusive rights in Japan, to develop and, if approved, commercialize certain neurotoxin product candidates currently in development, including a potential liquid-injectable product. The upfront payment of $65.0 million was recorded as research and development (R&D) expense in the first quarter of 2014 because the technology has not yet achieved regulatory approval. The terms of the agreement also include potential future development milestone payments of up to $116.5 million and potential future sales milestone payments of up to $180.5 million , as well as potential future royalty payments. In the third quarter of 2014, the Company made a development milestone payment to Medytox of $15.0 million , which was recorded as R&D expense because the technology has not yet achieved regulatory approval.
Other Acquisitions and Collaborations
In March 2014, the Company completed the acquisition of certain assets from Aline Aesthetics, LLC and Tautona Group, L.P. for an upfront payment of $10.0 million and potential future payments for certain milestone events. The Company accounted for the acquisition as a purchase of net assets. The acquired assets primarily consist of intellectual property related to technology under development for use as a dermal filler that has not achieved regulatory approval. The upfront payment was accrued and recorded as R&D expense in the first quarter of 2014 and was paid in the second quarter of 2014.
In November 2013, the Company purchased a noncontrolling interest in a subsidiary from a minority shareholder for $18.0 million . The Company accounted for the purchase as an equity transaction and recorded the difference between the cash consideration and the carrying amount of the noncontrolling interest, including its share of accumulated other comprehensive income, as a decrease in additional paid-in capital of $1.3 million .
On September 10, 2013 , the Company entered into a license and collaboration agreement with a third party pursuant to which the Company obtained exclusive global rights to research, manufacture and commercialize certain technologies for the

9
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

treatment of ocular disease. Under the terms of the agreement, the Company made a $6.5 million upfront payment, which was recorded as R&D expense in the third quarter of 2013 because the technology has not yet achieved regulatory approval. The terms of the agreement also include potential future payments to the third party related to the Company’s achievement of development, regulatory and sales milestone events, as well as potential future royalty payments.
In connection with various business development transactions where the Company has outlicensed its technology to third parties, the Company has aggregate potential future milestone receipts of approximately $45.9 million as of September 30, 2014 , none of which are individually significant. Of that amount, approximately $3.5 million relates to achievement of certain development milestones, approximately $17.0 million relates to achievement of certain regulatory milestones, and approximately $25.4 million relates to achievement of certain commercial sales milestones. Due to the challenges associated with developing and obtaining approval for pharmaceutical products, there is substantial uncertainty whether any of the future milestones will be achieved. The Company evaluates whether milestone payments are substantive based on the facts and circumstances associated with each milestone payment.
The Company believes that the fair values assigned to the assets acquired and liabilities assumed for its acquisitions were based on reasonable assumptions. The Company's fair value estimates may change during the allowable measurement period, which is up to one year from the acquisition date, if additional information becomes available.

Note 3:  Discontinued Operations
On February 1, 2013, the Company formally committed to pursue a sale of its obesity intervention business unit, including the assets related to the Lap-Band ® gastric band system and the Orbera ™ intra-gastric balloon system. Accordingly, beginning in the first quarter of 2013, the Company has reported the financial results from that business unit as discontinued operations in the consolidated statements of earnings. In the first quarter of 2013, the Company reported an estimated pre-tax disposal loss of $346.2 million ( $259.0 million after tax) related to the obesity intervention business unit from the write-down of the net assets held for sale to their estimated fair value less costs to sell. In the third quarter of 2013, the Company recorded an additional pre-tax disposal loss of $58.7 million ( $37.6 million after tax) from the write-down of the net assets held for sale to their estimated fair value.
On December 2, 2013, the Company completed the sale of its obesity intervention business to Apollo Endosurgery, Inc. (Apollo) for cash consideration of $75.0 million , subject to certain adjustments, and certain additional consideration, including a minority equity interest in Apollo with an estimated fair value of $15.0 million and contingent consideration of up to $20.0 million to be paid by Apollo upon the achievement of certain regulatory and sales milestones.
At the closing date, the cash consideration was reduced by the amount of inventories held outside of the United States of $7.6 million and net trade accounts receivable and payable of $19.4 million , which the Company retained pursuant to the sale and transition services agreements with Apollo. The Company expects to realize the value of these retained assets in the normal course of business within one year from the closing date.
For the year ended December 31, 2013, the Company reported a total pre-tax loss of $408.2 million ( $297.9 million after tax) on the disposal of the obesity intervention business unit net assets. The pre-tax loss includes transaction costs of approximately $2.6 million , consisting primarily of investment banking fees. In the first quarter of 2014, the Company recognized an additional pre-tax loss of $0.9 million ( $0.6 million after tax), and in the third quarter of 2014, an additional pre-tax gain of $0.3 million ( $0.3 million after tax), on the disposal of the obesity intervention business unit net assets.
In connection with the sale of the obesity intervention business, the Company also entered into certain transitional service agreements designed to facilitate the orderly transfer of business operations to Apollo. These agreements primarily relate to administrative services in the United States and distribution services outside of the United States, all of which are generally to be provided for a period of up to 12 months . The Company will also manufacture and supply products to Apollo for a transitional period not to exceed 24 months in order to allow Apollo adequate time to obtain regulatory approval for licenses and manufacturing facilities. The continuing cash flows from these agreements are not significant. Net sales made pursuant to the manufacturing and distribution agreements are recorded as product net sales in the Company's consolidated statements of earnings and are reflected as other medical devices product net sales.
The results of operations from discontinued operations presented below include certain allocations that management believes fairly reflect the utilization of services provided to the obesity intervention business. The allocations do not include amounts related to general corporate administrative expenses or interest expense. Therefore, the results of operations from the obesity intervention business unit do not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity.

10
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the results of operations from discontinued operations for the three and nine month periods ended September 30, 2013 :
 
September 30, 2013
 
Three Months
 
Nine Months
 
(in millions)
Product net sales
$
29.3

 
$
94.5

 
 
 
 
Operating costs and expenses:
 
 
 

   Cost of sales (excludes amortization of intangible assets)
5.4

 
15.9

   Selling, general and administrative
14.4

 
44.8

   Research and development
1.3

 
4.0

   Amortization of intangible assets
—

 
10.3

 
 
 
 
Earnings from discontinued operations before income taxes
$
8.2

 
$
19.5

 
 
 
 
Earnings from discontinued operations, net of income taxes
$
5.5

 
$
13.1


Note 4:  Restructuring Charges and Integration Costs
July 2014 Restructuring Plan
In July 2014, the Company completed a global review of its structures and processes, portfolio of research and development projects and marketed products, and its geographies in an effort to prioritize the highest value investments. As a result of this review, the Company initiated a restructuring of its global operations to improve efficiency and productivity. The restructuring of the global operations will have an impact across all of the Company’s businesses and functions, including sales and marketing, manufacturing and R&D, as well as groups such as information technology, shared services and corporate operations. The Company evaluates segment performance on a product net sales and operating income basis exclusive of restructuring charges. Accordingly, the Company’s financial reporting systems do not allocate restructuring charges to the Company’s segments.
The Company currently estimates that it will incur total non-recurring pre-tax charges of between $350.0 million and $400.0 million in connection with the restructuring and other costs, of which $60.0 million to $70.0 million will be a non-cash charge associated with the acceleration of previously unrecognized share-based compensation costs and certain other non-cash accounting adjustments. As part of the restructuring, the Company will reduce its workforce by approximately 1,500 employees, or approximately 13 percent of its current global headcount, and eliminate an additional approximately 250 vacant positions.
The Company began to record costs associated with the July 2014 restructuring plan in the third quarter of 2014 and expects to continue to recognize costs through the second quarter of 2015. The restructuring charges primarily consist of employee severance and other one-time termination benefits, facility lease and other contract termination costs and other costs, primarily consisting of relocation costs and consulting fees, associated with the restructuring plan. In the third quarter of 2014, the Company recorded restructuring charges of $184.6 million and recognized $9.7 million related to accelerated share-based compensation, consisting of $0.1 million of cost of sales, $7.2 million in selling, general and administrative (SG&A) expenses and $2.4 million in R&D expenses, and $10.9 million of asset write-offs and accelerated depreciation costs, consisting of $0.1 million of cost of sales, $7.2 million in SG&A expenses and $3.6 million in R&D expenses. In addition, in the third quarter of 2014 the Company also recognized duplicated operating expenses and other costs of $0.1 million of cost of sales, $0.1 million in SG&A expenses and $0.1 million in R&D expenses.

11
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table presents the restructuring charges related to the July 2014 restructuring plan during the nine month period ended September 30, 2014 :
 
 
Employee Severance
 
Contract Termination Costs
 
Other
 
Total
 
 
(in millions)
Restructuring charges during the nine month period ended September 30, 2014
 
$
150.3

 
$
17.1

 
$
17.2

 
$
184.6

Spending
 
(10.5
)
 
(0.1
)
 
(4.9
)
 
(15.5
)
Balance at September 30, 2014 (included in "Accounts payable," "Other accrued expenses" and "Other liabilities")
 
$
139.8

 
$
17.0

 
$
12.3

 
$
169.1

January 2014 Restructuring Plan
In January 2014, the Company initiated a restructuring plan that includes certain sales force realignments and position eliminations, certain facility relocations and closures in the United States and Europe and the realignment of certain other business support functions, which affected approximately 250 employees. The Company currently estimates that the total costs related to this restructuring plan will be between $40 million and $45 million , which include severance and other one-time termination benefits, lease exit and contract termination costs, accelerated depreciation and share-based compensation expenses, and relocation and duplicate operating expenses.
The Company began to record costs associated with the January 2014 restructuring plan in the first quarter of 2014 and expects that the majority of the expenses will be incurred in 2014 with the exception of certain expenses related to the relocation of a minor manufacturing facility to be incurred in 2015. The restructuring charges primarily consist of employee severance, one-time termination benefits and contract termination costs associated with the restructuring plan. In the first quarter of 2014, the Company recorded restructuring charges of $24.0 million and recognized additional costs of $6.5 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.8 million of cost of sales, $4.3 million in SG&A expenses and $1.4 million in R&D expenses. In the second quarter of 2014, the Company recorded a $2.3 million restructuring charge reversal and recognized additional costs of $2.3 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.9 million of cost of sales, $0.9 million in SG&A expenses and $0.5 million in R&D expenses. In the third quarter of 2014, the Company recorded restructuring charges of $0.9 million and recognized additional costs of $1.5 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.8 million of cost of sales, $0.5 million in SG&A expenses and $0.2 million in R&D expenses.
The following table presents the restructuring charges related to the January 2014 restructuring plan during the nine month period ended September 30, 2014 :
 
 
Employee Severance
 
Other
 
Total
 
 
(in millions)
Restructuring charges during the nine month period ended September 30, 2014
 
$
20.3

 
$
2.3

 
$
22.6

Spending
 
(13.9
)
 
(1.5
)
 
(15.4
)
Balance at September 30, 2014 (included in "Other accrued expenses")
 
$
6.4

 
$
0.8

 
$
7.2

Other Restructuring Activities and Integration Costs
In connection with the March 2013 acquisition of MAP, the April 2013 acquisition of Exemplar and the December 2012 acquisition of SkinMedica, Inc., the Company initiated restructuring activities in 2013 to integrate the operations of the acquired businesses with the Company's operations and to capture synergies through the centralization of certain research and development, manufacturing, general and administrative and commercial functions. For the year ended December 31, 2013, the Company recorded $4.5 million of restructuring charges, including $4.3 million in the first quarter of 2013 , a $0.9 million restructuring charge reversal in the second quarter of 2013 and an additional $0.6 million of restructuring charges in the third quarter of 2013, primarily consisting of employee severance and other one-time termination benefits for approximately 111 people. In the first quarter of 2014 , the Company recorded an additional $0.4 million of restructuring charges.

12
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Included in the nine month period ended September 30, 2014 are $0.7 million of restructuring charges for lease terminations and employee severance and other one-time termination benefits, $0.1 million of SG&A expenses and $0.5 million of R&D expenses related to the realignment of various business functions initiated in prior years. Included in the three month period ended September 30, 2013 are $1.4 million of SG&A expenses and $0.2 million of R&D expenses, and in the nine month period ended September 30, 2013 are $0.9 million of restructuring charges for employee severance and other one-time termination benefits, $1.6 million of SG&A expenses and $0.9 million of R&D expenses related to the realignment of various business functions initiated in prior years.
Included in the three month period ended September 30, 2014 are $1.2 million of SG&A expenses and in the nine month period ended September 30, 2014 are $2.2 million of SG&A expenses and $0.4 million of R&D expenses related to transaction and integration costs associated with the purchase of various businesses and collaboration agreements. Included in the three month period ended September 30, 2013 are $3.4 million of SG&A expenses and in the nine month period ended September 30, 2013 are $0.1 million of cost of sales and $18.5 million of SG&A expenses related to transaction and integration costs associated with the purchase of various businesses and collaboration agreements. The SG&A expenses for the nine month period ended September 30, 2013 primarily consist of investment banking and legal fees.

Note 5:  Intangibles and Goodwill
Intangibles
At September 30, 2014 and December 31, 2013 , the components of intangibles and certain other related information were as follows:
 
September 30, 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
$
651.6

 
$
(383.1
)
 
11.1
 
$
647.7

 
$
(343.8
)
 
11.1
Customer relationships
54.4

 
(37.0
)
 
2.7
 
54.7

 
(21.8
)
 
2.7
Licensing
190.7

 
(167.2
)
 
9.3
 
185.8

 
(164.8
)
 
9.3
Trademarks
89.3

 
(32.8
)
 
12.4
 
89.6

 
(29.7
)
 
12.4
Technology-related assets
336.9

 
(81.7
)
 
14.9
 
327.5

 
(66.9
)
 
14.8
Other
29.6

 
(14.5
)
 
7.6
 
30.7

 
(12.8
)
 
7.6
 
1,352.5

 
(716.3
)
 
11.5
 
1,336.0

 
(639.8
)
 
11.4
Unamortizable Intangible Assets:
 

 
 

 
 
 
 

 
 

 
 
In-process research and development
1,190.2

 
—

 
 
 
953.8

 
—

 
 
 
$
2,542.7

 
$
(716.3
)
 
 
 
$
2,289.8

 
$
(639.8
)
 
 
Developed technology consists primarily of current product offerings, primarily breast aesthetics products, dermal fillers, skin care products and eye care products acquired in connection with business combinations, asset acquisitions and initial licensing transactions for products previously approved for marketing. Customer relationship assets consist of the estimated value of relationships with customers acquired in connection with business combinations. Licensing assets consist primarily of capitalized payments to third party licensors related to the achievement of regulatory approvals to commercialize products in specified markets and up-front payments associated with royalty obligations for products that have achieved regulatory approval for marketing.  Technology-related assets consist of a patented drug delivery technology acquired in connection with the Company's August 2014 acquisition of LiRIS, a patented drug delivery technology acquired in connection with the Company's 2013 acquisition of MAP, proprietary technology associated with silicone gel breast implants acquired in connection with the Company's 2006 acquisition of Inamed Corporation, dermal filler technology acquired in connection with the Company’s 2007 acquisition of Groupe Cornéal Laboratoires and a drug delivery technology acquired in connection with the Company’s 2003 acquisition of Oculex Pharmaceuticals, Inc. Other intangible assets consist primarily of acquired product registration rights, distributor relationships, distribution rights, government permits, non-compete agreements and a defensive asset associated with developed technology that has been commercialized. The in-process research and development assets consist primarily of an investigational product for the

13
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

treatment of interstitial cystitis and bladder pain syndrome acquired in connection with the Company's August 2014 acquisition of LiRIS that is currently in Phase II clinical trials, an orally inhaled drug for the potential acute treatment of migraine in adults acquired in connection with the Company's 2013 acquisition of MAP and a novel compound to treat erythema associated with rosacea acquired in connection with the Company’s 2011 acquisition of Vicept Therapeutics, Inc. that is currently under development.
The following table provides amortization expense by major categories of intangible assets for the three and nine month periods ended September 30, 2014 and 2013 , respectively:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Developed technology
$
15.6

 
$
14.3

 
$
44.6

 
$
42.9

Customer relationships
5.2

 
5.1

 
15.4

 
15.3

Licensing
0.8

 
0.7

 
2.3

 
6.7

Trademarks
1.1

 
1.1

 
3.3

 
3.3

Technology-related assets
5.6

 
5.5

 
16.7

 
13.9

Other
0.7

 
2.1

 
2.5

 
6.4

 
$
29.0

 
$
28.8

 
$
84.8

 
$
88.5

Amortization expense related to acquired intangible assets generally benefits multiple business functions within the Company, such as the Company’s ability to sell, manufacture, research, market and distribute products, compounds and intellectual property. The amount of amortization expense excluded from cost of sales consists primarily of amounts amortized with respect to developed technology and licensing intangible assets. 
Estimated amortization expense is $111.8 million for 2014, $98.1 million for 2015, $77.8 million for 2016, $59.7 million for 2017 and $57.7 million for 2018.
Goodwill
Changes in the carrying amount of goodwill by operating segment through September 30, 2014 were as follows:
 
Specialty
 Pharmaceuticals
 
Medical
Devices
 
Total
 
(in millions)
Balance at December 31, 2013
$
501.2

 
$
1,838.2

 
$
2,339.4

LiRIS acquisition
85.0

 
—

 
85.0

Foreign exchange translation effects
(2.0
)
 
(8.4
)
 
(10.4
)
Balance at September 30, 2014
$
584.2

 
$
1,829.8

 
$
2,414.0


Note 6:  Inventories
Components of inventories were:
 
September 30,
2014
 
December 31,
2013
 
(in millions)
Finished products
$
192.0

 
$
180.0

Work in process
44.8

 
44.1

Raw materials
60.9

 
61.2

Total
$
297.7

 
$
285.3

At September 30, 2014 and December 31, 2013 , approximately $12.8 million and $11.7 million , respectively, of the

14
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Company’s finished goods inventories, primarily breast implants, were held on consignment at a large number of doctors’ offices, clinics and hospitals worldwide. The value and quantity at any one location are not significant.
 
Note 7:  Income Taxes
The provision for income taxes is determined using an estimated annual effective tax rate, which is generally less than the U.S. federal statutory rate, primarily because of lower tax rates in certain non-U.S. jurisdictions, R&D tax credits available in California and other foreign jurisdictions and deductions available in the United States for domestic production activities. The Company currently expects the U.S. R&D tax credit to be renewed in the fourth quarter of 2014, with retroactive effect to January 1, 2014; however, until appropriate legislation is enacted in the United States to renew the R&D tax credit, the estimated annual effective tax rate for fiscal year 2014 must exclude any potential benefit for this credit. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of pre-tax earnings in the various tax jurisdictions in which the Company operates, valuation allowances against deferred tax assets, the recognition or derecognition of tax benefits related to uncertain tax positions, expected utilization of R&D tax credits and acquired net operating losses, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of its assets and liabilities along with net operating loss and tax credit carryovers.
The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was $48.9 million at September 30, 2014 and December 31, 2013.
The total amount of unrecognized tax benefits was $53.4 million and $77.3 million as of September 30, 2014 and December 31, 2013, respectively. The decrease in unrecognized tax benefits is primarily attributable to changes in estimates of certain transfer-pricing positions related to prior year filings and provision to return adjustments. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $47.0 million and $70.5 million as of September 30, 2014 and December 31, 2013, respectively. The Company expects that during the next 12 months it is reasonably possible that unrecognized tax benefit liabilities will decrease by approximately $9.0 million to $10.0 million due to the settlement of income tax audits , Appeals proceedings and Competent Authority negotiations in the United States and certain foreign jurisdictions.
During the third quarter of 2013, the Company reached a preliminary settlement for the Company’s acquired subsidiary, Inamed, for tax year 2005 with the IRS that was pending final review and approval by the U.S. Tax Court. The U.S. Tax Court approved the settlement in the first quarter of 2014. The impact of this settlement is not considered material.
In the third quarter of 2014, the Company reached final settlement with the IRS for its U.S. federal income tax audit related to tax years 2005 and 2006 which resulted in a total refund amount of $1.4 million .
In the third quarter of 2014, the Company recorded pre-tax restructuring charges of $184.6 million in connection with the July 2014 restructuring plan and related estimated tax benefits of $50.9 million , which represents the Company's best estimate of the tax benefits associated with restructuring charges from the July 2014 restructuring plan as of September 30, 2014. The Company will continue to review the estimated tax benefits associated with the restructuring charges during the fourth quarter of 2014 and will adjust the tax benefits accordingly.
Total interest accrued related to uncertain tax positions included in the Company's unaudited condensed consolidated balance sheets was $8.0 million and $9.8 million as of September 30, 2014 and December 31, 2013, respectively. 
The Company has not provided for withholding and U.S. taxes for the unremitted earnings of certain non-U.S. subsidiaries because it has currently reinvested these earnings indefinitely in these foreign operations. At December 31, 2013 , the Company had approximately $3,828.0 million in unremitted earnings outside the United States for which withholding and U.S. taxes were not provided. Income tax expense would be incurred if these earnings were remitted to the United States. It is not practicable to estimate the amount of the deferred tax liability on such unremitted earnings. Upon remittance, certain foreign countries impose withholding taxes that are then available, subject to certain limitations, for use as credits against the Company's U.S. tax liability, if any. The Company annually updates its estimate of unremitted earnings outside the United States after the completion of each fiscal year.


15
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 8:  Share-Based Compensation
The Company recognizes compensation expense for all share-based awards made to employees and directors. The fair value of share-based awards is estimated at the grant date and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period.
The fair value of stock option awards that vest based solely on a service condition is estimated using the Black-Scholes option-pricing model. The fair value of share-based awards that contain a market condition is generally estimated using a Monte Carlo simulation model, and the fair value of modifications to share-based awards is generally estimated using a lattice model.
The determination of fair value using the Black-Scholes, Monte Carlo simulation and lattice models is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company currently estimates stock price volatility based upon an equal weighting of the historical average over the expected life of the award and the average implied volatility of at-the-money options traded in the open market. The Company estimates employee stock option exercise behavior based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options.
Share-based compensation expense is recognized only for those awards that are ultimately expected to vest, and the Company has applied an estimated forfeiture rate to unvested awards for the purpose of calculating compensation cost. These estimates will be revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation cost in the period in which the change in estimate occurs. Compensation expense for share-based awards based on a service condition is recognized using the straight-line single option method.
For the three and nine month periods ended September 30, 2014 and 2013 , share-based compensation expense was as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Cost of sales
$
2.1

 
$
1.6

 
$
5.8

 
$
5.2

Selling, general and administrative
28.0

 
18.6

 
72.0

 
56.0

Research and development
10.9

 
7.1

 
29.3

 
21.9

Pre-tax share-based compensation expense
41.0

 
27.3

 
107.1

 
83.1

Income tax benefit
13.2

 
8.6

 
34.2

 
26.7

Net share-based compensation expense
$
27.8

 
$
18.7

 
$
72.9

 
$
56.4

Share-based compensation expense for the three month period ended September 30, 2014 includes $9.7 million of pre-tax compensation expense related to the Company's July 2014 restructuring plan, consisting of $0.1 million of cost of sales, $7.2 million in SG&A expenses and $2.4 million in R&D expenses. Share-based compensation expense for the nine month period ended September 30, 2014 includes $15.4 million of pre-tax compensation expense related to the Company's January 2014 and July 2014 restructuring plans, consisting of $0.1 million of cost of sales, $11.4 million in SG&A expenses and $3.9 million in R&D expenses.
As of September 30, 2014 , total compensation cost related to non-vested stock options and restricted stock not yet recognized was approximately $226.2 million , which is expected to be recognized over the next 46 months ( 32 months on a weighted-average basis). The Company has not capitalized as part of inventory any share-based compensation costs because such costs were negligible as of September 30, 2014 .
Note 9:  Employee Retirement and Other Benefit Plans
The Company sponsors various qualified defined benefit pension plans covering a substantial portion of its employees. In addition, the Company sponsors two supplemental nonqualified plans covering certain management employees and officers and one retiree health plan covering U.S. retirees and dependents.

16
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Components of net periodic benefit cost for the three and nine month periods ended September 30, 2014 and 2013 , respectively, were as follows:
 
Three Months Ended
 
Pension Benefits
 
Other Postretirement Benefits
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Service cost
$
6.8

 
$
7.1

 
$
0.4

 
$
0.4

Interest cost
13.1

 
11.5

 
0.5

 
0.5

Expected return on plan assets
(13.0
)
 
(11.2
)
 
—

 
—

Amortization of prior service costs
—

 
—

 
(0.6
)
 
(0.7
)
Recognized net actuarial losses
4.7

 
7.7

 
0.2

 
0.4

Net periodic benefit cost
$
11.6

 
$
15.1

 
$
0.5

 
$
0.6

 
Nine Months Ended
 
Pension Benefits
 
Other Postretirement Benefits
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Service cost
$
20.6

 
$
21.3

 
$
1.2

 
$
1.3

Interest cost
39.7

 
34.6

 
1.7

 
1.5

Expected return on plan assets
(39.3
)
 
(33.7
)
 
—

 
—

Amortization of prior service costs
(0.1
)
 
—

 
(2.0
)
 
(2.0
)
Recognized net actuarial losses
14.2

 
23.2

 
0.6

 
1.1

Net periodic benefit cost
$
35.1

 
$
45.4

 
$
1.5

 
$
1.9

In 2014 , the Company expects to pay contributions of between $30.0 million and $40.0 million for its U.S. and non-U.S. pension plans and between $1.0 million and $2.0 million for its other postretirement plan.

Note 10:  Contingencies
Legal Proceedings
In the ordinary course of business, the Company is involved in various legal actions, government investigations and environmental proceedings, and we anticipate that additional actions will be brought against us in the future. The most significant of these actions, proceedings and investigations are described below. The following supplements the discussion set forth in Note 13 “Commitments and Contingencies - Legal Proceedings” in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 and Note 10 “Contingencies - Legal Proceedings” in the Company's Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014 and is generally limited to certain recent developments concerning the Company's legal proceedings.
The Company’s legal proceedings range from cases brought by a single plaintiff to a class action with thousands of putative class members. These legal proceedings, as well as other matters, involve various aspects of the Company’s business and a variety of claims (including but not limited to patent infringement, marketing, product liability, pricing and trade practices and securities law), some of which present novel factual allegations and/or unique legal theories. Complex legal proceedings frequently extend for several years, and a number of the matters pending against the Company are at very early stages of the legal process. As a result, some pending matters have not yet progressed sufficiently through discovery and/or development of important factual information and legal issues to enable the Company to determine whether the proceeding is material to the Company or to estimate a range of possible loss, if any. Unless otherwise disclosed, the Company is unable to estimate the possible loss or range of loss for the legal proceedings described below. While it is not possible to accurately predict or determine the eventual outcomes of these items, an adverse determination in one or more of these items currently pending could have a material adverse effect on the Company’s consolidated results of operations, financial position or cash flows.

17
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Stockholder Derivative Litigation
Botox ® Settlement-Related Actions
California Action. In 2010, Daniel Himmel, Willa Rosenbloom, the Pompano Beach Police & Firefighters’ Retirement System and the Western Washington Laborers-Employers Pension Trust separately filed stockholder derivative complaints against the Company’s then-current Board of Directors as of September 2010 and Allergan, Inc. in the U.S. District Court for the Central District of California alleging violations of federal securities laws, breaches of fiduciary duties, abuse of control, gross mismanagement, and corporate waste and seeks, among other things, damages, corporate governance reforms, attorneys’ fees and costs. The actions were subsequently consolidated. In 2012, the U.S. District Court entered an order granting the Company’s and the individual defendants’ motion to dismiss the first amended verified consolidated complaint and dismissed the consolidated action with prejudice. In September 2014, the U.S. Court of Appeals for the Ninth Circuit reversed the U.S. District Court’s dismissal and remanded the matter for further proceedings.
Delaware Action. In September 2010, Louisiana Municipal Police Employees’ Retirement System (“LMPRS”) filed a complaint in the Court of Chancery of the State of Delaware alleging derivative claims against the Company’s then-current Board of Directors and nominally the Company for breach of fiduciary duties related to certain alleged sales and marketing practices concerning Botox ® . In June 2011, the court ordered that U.F.C.W. Local 1776 & Participating Employers Pension Fund (“UFCW Fund”) may intervene. In February 2012, the Company and the individual defendants filed a memorandum regarding the preclusive effect of the U.S. District Court of California’s dismissal of a related consolidated shareholders derivative action. In June 2012, the court denied the motions to dismiss. In April 2013, the Supreme Court of the State of Delaware en banc reversed the Court of Chancery’s judgment denying the Company and the individual defendants’ motions to dismiss and in July 2013, the Court of Chancery dismissed the matter with prejudice. In September 2014, Court of Chancery of the State of Delaware granted the plaintiffs’ motion for relief from the final order of July 2013 based on the U.S. Court of Appeals for the Ninth Circuit reversal of the U.S. District Court of the State of California’s dismissal of the related consolidated shareholder derivative action.
Patent Litigation
Latisse ® . In August 2014, the Company received paragraph 4 invalidity and noninfringement certifications from Apotex Corp. (“Apotex”) contending that U.S. Patent Number 8,758,733 (the “’733 Patent”) is invalid or not infringed by Apotex’s proposed generic product.
In August 2014, the Company and Duke University filed a petition for panel or en banc rehearing in the U.S. Court of Appeals for the Federal Circuit, which was denied in September 2014. In September 2014, the U.S. Court of Appeal for the Federal Circuit issued a mandate. In October 2014, the Company filed a Petition for Writ of Certiorari to the U.S. Supreme Court appealing the Court of Appeals’ ruling.
Restasis ® . In June 2014, Watson Laboratories, Inc., a subsidiary of Actavis plc (“Watson”) filed a motion to strike the Company’s motion for summary judgment as premature, or in the alternative, to stay briefing, and a motion to dismiss for lack of personal jurisdiction. In June 2014, the U.S. District Court consolidated the two matters. In July 2014, Watson filed a motion to dismiss for lack of personal jurisdiction in the consolidated case. In August 2014, the U.S. District Court denied Watson’s motion to strike. The U.S. District Court set a trial date of April 2016.
Other Litigation

Valeant and Pershing Square Insider Trading Action . In October 2014, the Company filed a motion for preliminary injunction, the hearing for which was held on October 28, 2014. On November 4, 2014, the U.S. District Court for the Central District of California ruled that the Company raised serious questions as to whether Valeant Pharmaceuticals International, Inc. (“Valeant”) and Pershing Square Capital Management, L.P. (“Pershing Square”) and its principal, William A. Ackman, violated Rule 14e-3 of the Securities Exchange Act of 1934, as amended, which prohibits trading on the basis of material nonpublic information when an offering person has taken a substantial step or steps to commence a tender offer of a target company. The Court ordered that Valeant and Pershing Square make certain corrective disclosures to their September 24, 2014 proxy solicitation statement. The Company will file an emergency appeal with the U.S. Court of Appeals for the Ninth Circuit requesting that Pershing Square be prohibited from voting its illegally acquired shares at the special meeting of stockholders to be held on December 18, 2014.

18
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Contingencies
The Company is largely self-insured for future product liability losses related to all of its products. The Company has historically been and continues to be self-insured for any product liability losses related to its breast implant products. Future product liability losses are, by their nature, uncertain and are based upon complex judgments and probabilities. The Company accrues for certain potential product liability losses estimated to be incurred, but not reported, to the extent they can be reasonably estimated. The Company estimates these accruals for potential losses based primarily on historical claims experience and data regarding product usage. The total value of self-insured product liability claims settled in the third quarter and the first nine months of 2014 and 2013, respectively, and the value of known and reasonably estimable incurred but unreported self-insured product liability claims pending as of September 30, 2014 are not material.
The Company has provided reserves for contingencies related to various lawsuits, claims and contractual disputes that management believes are probable and reasonably estimable. The amounts reserved for these contingencies as of September 30, 2014 are not material.

Note 11:  Guarantees
The Company’s Amended and Restated Certificate of Incorporation provides that the Company will indemnify, to the fullest extent permitted by the Delaware General Corporation Law, each person that is involved in or is, or is threatened to be, made a party to any action, suit or proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Company or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise. The Company has also entered into contractual indemnity agreements with each of its directors and executive officers pursuant to which, among other things, the Company has agreed to indemnify such directors and executive officers against any payments they are required to make as a result of a claim brought against such executive officer or director in such capacity, excluding claims (i) relating to the action or inaction of a director or executive officer that resulted in such director or executive officer gaining illegal personal profit or advantage, (ii) for an accounting of profits made from the purchase or sale of securities of the Company within the meaning of Section 16(b) of the Exchange Act, or similar provisions of any state law or (iii) that are based upon or arise out of such director’s or executive officer’s knowingly fraudulent, deliberately dishonest or willful misconduct. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. However, the Company has purchased directors’ and officers’ liability insurance policies intended to reduce the Company’s monetary exposure and to enable the Company to recover a portion of any future amounts paid. The Company has not previously paid any material amounts to defend lawsuits or settle claims as a result of these indemnification provisions, but makes no assurance that such amounts will not be paid in the future. The Company currently believes the estimated fair value of these indemnification arrangements is minimal.
 The Company customarily agrees in the ordinary course of its business to indemnification provisions in agreements with clinical trials investigators in its drug, biologics and medical device development programs, in sponsored research agreements with academic and not-for-profit institutions, in various comparable agreements involving parties performing services for the Company in the ordinary course of business, in agreements with financial advisors, and in its real estate leases. The Company also customarily agrees to certain indemnification provisions in its acquisition agreements and discovery and development collaboration agreements. With respect to the Company’s clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal injury or property damage, violations of law or certain breaches of the Company’s contractual obligations arising out of the research or clinical testing of the Company’s products, compounds or drug candidates. With respect to financial advisor agreements, the indemnification provisions typically apply to any claim asserted against the advisors relating to their scope of work for the Company, including claims related to acquisition or merger transactions. With respect to real estate lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by the Company, to violations of law by the Company or to certain breaches of the Company’s contractual obligations. The indemnification provisions appearing in the Company’s acquisition agreements and collaboration agreements are similar, but in addition often provide indemnification for the collaborator in the event of third party claims alleging infringement of intellectual property rights. In each of the above cases, the terms of these indemnification provisions generally survive the termination of the agreement. The maximum potential amount of future payments that the Company could be required to make under these provisions is generally unlimited. The Company has purchased insurance policies covering personal injury, property damage and general liability intended to reduce the Company’s exposure for indemnification and to enable the Company to recover a portion of any future amounts paid. The Company has not previously paid any material amounts to defend lawsuits or settle claims as a result of these indemnification provisions. As a result, the Company believes the estimated fair value of these indemnification arrangements is minimal.


19
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 12:  Product Warranties
The Company provides warranty programs for breast implant sales primarily in the United States, Europe and certain other countries. Management estimates the amount of potential future claims from these warranty programs based on actuarial analyses. Expected future obligations are determined based on the history of product shipments and claims and are discounted to a current value. The liability is included in both current and long-term liabilities in the Company’s consolidated balance sheets. The U.S. programs include the ConfidencePlus ® and ConfidencePlus ® Premier warranty programs. The ConfidencePlus ® program, which is limited to saline breast implants, currently provides lifetime product replacement and contralateral implant replacement. The ConfidencePlus ® Premier program, which is standard for silicone gel implants and requires a low enrollment fee for saline breast implants, generally provides lifetime product replacement, $2,400 of financial assistance for saline breast implants and $3,500 of financial assistance for silicone gel breast implants for surgical procedures within ten years of implantation and contralateral implant replacement. The warranty programs in non-U.S. markets have similar terms and conditions to the U.S. programs. The Company does not warrant any level of aesthetic result and, as required by government regulation, makes extensive disclosures concerning the risks of the use of its products and breast implant surgery. Changes to actual warranty claims incurred and interest rates could have a material impact on the actuarial analysis and the Company’s estimated liabilities. A large majority of the product warranty liability arises from the U.S. warranty programs. The Company does not currently offer any similar warranty program on any other product. 
The following table provides a reconciliation of the change in estimated product warranty liabilities through September 30, 2014 :
 
(in millions)
Balance at December 31, 2013
$
33.6

Provision for warranties issued during the period
8.2

Settlements made during the period
(7.2
)
Balance at September 30, 2014
$
34.6

 
 

Current portion
$
7.4

Non-current portion
27.2

Total
$
34.6



20
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 13:  Earnings Per Share
The table below presents the computation of basic and diluted earnings per share:
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
 
(in millions)
 
 
 
 
 
 
 
 
 
Net earnings attributable to Allergan, Inc.:
 
 
 
 
 
 
 
 
Earnings from continuing operations attributable to Allergan, Inc.:
 
 
 
 
 
 
 
 
Earnings from continuing operations
 
$
313.1

 
$
332.9

 
$
990.0

 
$
959.9

Less net earnings attributable to noncontrolling interest
 
0.9

 
1.0

 
2.7

 
4.2

Earnings from continuing operations attributable to Allergan, Inc.
 
312.2

 
331.9

 
987.3

 
955.7

Earnings (loss) from discontinued operations
 
0.3

 
(32.1
)
 
(0.3
)
 
(283.5
)
Net earnings attributable to Allergan, Inc.
 
$
312.5

 
$
299.8

 
$
987.0

 
$
672.2

 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding
 
296.9

 
296.5

 
297.5

 
296.7

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
 
6.5

 
4.2

 
6.1

 
5.2

Diluted shares
 
303.4

 
300.7

 
303.6

 
301.9

 
 
 
 
 
 
 
 
 
Basic earnings per share attributable to Allergan, Inc. stockholders:
 
 
 
 
 
 

 
 

Continuing operations
 
$
1.05

 
$
1.12

 
$
3.32

 
$
3.22

Discontinued operations
 
—

 
(0.11
)
 
—

 
(0.95
)
Net basic earnings per share attributable to Allergan, Inc. stockholders
 
$
1.05

 
$
1.01

 
$
3.32

 
$
2.27

 
 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Allergan, Inc. stockholders:
 
 
 
 
 
 

 
 

Continuing operations
 
$
1.03

 
$
1.10

 
$
3.25

 
$
3.17

Discontinued operations
 
—

 
(0.10
)
 
—

 
(0.94
)
Net diluted earnings per share attributable to Allergan, Inc. stockholders
 
$
1.03

 
$
1.00

 
$
3.25

 
$
2.23

For the nine month period ended September 30, 2014 , options to purchase 3.7 million shares of common stock at exercise prices ranging from $104.77 to $172.43 per share, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect from the assumed exercise of these options calculated under the treasury stock method would be anti-dilutive.
For the three and nine month periods ended September 30, 2013 , options to purchase 8.1 million and 5.6 million shares of common stock at exercise prices ranging from $84.40 to $113.55 per share, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect from the assumed exercise of these options calculated under the treasury stock method would be anti-dilutive.

Note 14:  Financial Instruments
In the normal course of business, operations of the Company are exposed to risks associated with fluctuations in interest rates and foreign currency exchange rates. The Company addresses these risks through controlled risk management that includes

21
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

the use of derivative financial instruments to economically hedge or reduce these exposures. The Company does not enter into derivative financial instruments for trading or speculative purposes.
The Company has not experienced any losses to date on its derivative financial instruments due to counterparty credit risk.
The Company assesses the adequacy and effectiveness of its interest rate and foreign exchange hedge positions by continually monitoring its interest rate swap and foreign exchange forward and option positions both on a stand-alone basis and in conjunction with its underlying interest rate and foreign currency exposures, from an accounting and economic perspective.
However, given the inherent limitations of forecasting and the anticipatory nature of the exposures intended to be hedged, the Company cannot assure that such programs will offset more than a portion of the adverse financial impact resulting from unfavorable movements in either interest or foreign exchange rates. In addition, the timing of the accounting for recognition of gains and losses related to mark-to-market instruments for any given period may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect the Company’s consolidated operating results and financial position.
Interest Rate Risk Management
The Company’s interest income and expense are more sensitive to fluctuations in the general level of U.S. interest rates than to changes in rates in other markets. Changes in U.S. interest rates affect the interest earned on cash and equivalents and short-term investments and interest expense on debt, as well as costs associated with foreign currency contracts.
On January 31, 2007 , the Company entered into a nine-year, two month interest rate swap with a $300.0 million notional amount. The swap received interest at a fixed rate of 5.75% and paid interest at a variable interest rate equal to 3-month LIBOR plus 0.368% , and effectively converted $300.0 million of the Company’s $800.0 million in aggregate principal amount of 5.75% Senior Notes due 2016 (2016 Notes) to a variable interest rate. Based on the structure of the hedging relationship, the hedge met the criteria for using the short-cut method for a fair value hedge. In September 2012, the Company terminated the interest rate swap and received $54.7 million , which included accrued interest of $3.7 million . Upon termination of the interest rate swap, the Company added the net fair value received of $51.0 million to the carrying value of the 2016 Notes. The amount received for the termination of the interest rate swap is being amortized as a reduction to interest expense over the remaining life of the debt, which effectively fixes the interest rate for the remaining term of the 2016 Notes at 3.94% . During the three and nine month periods ended September 30, 2014 , the Company recognized $3.4 million and $10.2 million , respectively, as a reduction of interest expense due to the effect of the interest rate swap. During the three and nine month periods ended September 30, 2013 , the Company recognized $3.3 million and $9.8 million , respectively, as a reduction of interest expense due to the effect of the interest rate swap.
In February 2006 , the Company entered into interest rate swap contracts based on 3-month LIBOR with an aggregate notional amount of $800.0 million , a swap period of 10 years and a starting swap rate of 5.198% . The Company entered into these swap contracts as a cash flow hedge to effectively fix the future interest rate for the 2016 Notes. In April 2006 , the Company terminated the interest rate swap contracts and received approximately $13.0 million . The total gain was recorded to accumulated other comprehensive loss and is being amortized as a reduction to interest expense over a 10 year period to match the term of the 2016 Notes. During the three and nine month periods ended September 30, 2014 and 2013 , the Company recognized $0.3 million and $1.0 million , respectively, as a reduction of interest expense due to the amortization of deferred holding gains on derivatives designated as cash flow hedges. These amounts were reclassified from accumulated other comprehensive loss. As of September 30, 2014 , the remaining unrecognized gain of $2.0 million ( $1.2 million , net of tax) is recorded as a component of accumulated other comprehensive loss. The Company expects to reclassify an estimated pre-tax amount of $1.3 million from accumulated other comprehensive loss as a reduction in interest expense during fiscal year 2014 due to the amortization of deferred holding gains on derivatives designated as cash flow hedges.
Foreign Exchange Risk Management
Overall, the Company is a net recipient of currencies other than the U.S. dollar and, as such, benefits from a weaker dollar and is adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may negatively affect the Company’s consolidated revenues or operating costs and expenses as expressed in U.S. dollars.
From time to time, the Company enters into foreign currency option and forward contracts to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on its core business issues. Accordingly, the Company enters into various contracts which change in value as foreign exchange rates change to economically offset the effect of changes in the value of foreign currency assets and liabilities, commitments and anticipated foreign currency

22
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

denominated sales and operating expenses. The Company enters into foreign currency option and forward contracts in amounts between minimum and maximum anticipated foreign exchange exposures. The Company does not designate these derivative instruments as accounting hedges.
The Company uses foreign currency option contracts, which provide for the sale or purchase of foreign currencies, to economically hedge the currency exchange risks associated with probable but not firmly committed transactions that arise in the normal course of the Company’s business. Probable but not firmly committed transactions are comprised primarily of sales of products and purchases of raw material in currencies other than the U.S. dollar. The foreign currency option contracts are entered into to reduce the volatility of earnings generated in currencies other than the U.S. dollar. While these instruments are subject to fluctuations in value, such fluctuations are anticipated to offset changes in the value of the underlying exposures.
Changes in the fair value of open foreign currency option contracts and any realized gains (losses) on settled contracts are recorded through earnings as “Other, net” in the accompanying unaudited condensed consolidated statements of earnings. During the three and nine month periods ended September 30, 2014 , the Company recognized realized gains on settled foreign currency option contracts of $1.4 million and $7.6 million , respectively, and net unrealized gains on open foreign currency option contracts of $34.1 million and $19.0 million , respectively. During the three and nine month periods ended September 30, 2013 , the Company recognized realized gains on settled foreign currency option contracts of $2.3 million and $3.9 million , respectively, and net unrealized (losses) gains on open foreign currency option contracts of $(7.6) million and $4.3 million , respectively. The premium costs of purchased foreign exchange option contracts are recorded in “Other current assets” and amortized to “Other, net” over the life of the options.
All of the Company’s outstanding foreign exchange forward contracts are entered into to offset the change in value of certain intercompany receivables or payables that are subject to fluctuations in foreign currency exchange rates. The realized and unrealized gains and losses from foreign currency forward contracts and the revaluation of the foreign denominated intercompany receivables or payables are recorded through “Other, net” in the accompanying unaudited condensed consolidated statements of earnings. During the three and nine month periods ended September 30, 2014 , the Company recognized total realized and unrealized losses from foreign exchange forward contracts of $5.4 million and $6.1 million , respectively. During the three and nine month periods ended September 30, 2013 , the Company recognized total realized and unrealized gains from foreign exchange forward contracts of $0.3 million and $3.5 million , respectively.
The fair value of outstanding foreign exchange option and forward contracts, collectively referred to as foreign currency derivative financial instruments, are recorded in “Other current assets” and “Accounts payable.” At September 30, 2014 and December 31, 2013 , foreign currency derivative assets associated with the foreign exchange option contracts of $55.7 million and $20.2 million , respectively, were included in “Other current assets.” At September 30, 2014 and December 31, 2013 , net foreign currency derivative assets associated with the foreign exchange forward contracts of $0.1 million and $0.2 million , respectively, were included in “Other current assets.”
At September 30, 2014 and December 31, 2013 , the notional principal and fair value of the Company’s outstanding foreign currency derivative financial instruments were as follows:
 
September 30, 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)
$
39.3

 
$
1.1

 
$
35.0

 
$
0.1

Foreign currency forward exchange contracts
(Pay U.S. dollar/receive foreign currency)
38.9

 
(1.0
)
 
41.3

 
0.1

Foreign currency sold — put options
746.5

 
55.7

 
560.8

 
20.2

The notional principal amounts provide one measure of the transaction volume outstanding as of September 30, 2014 and December 31, 2013 , and do not represent the amount of the Company’s exposure to market loss. The estimates of fair value are based on applicable and commonly used pricing models using prevailing financial market information as of September 30, 2014 and December 31, 2013 . The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments.

23
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Other Financial Instruments
At September 30, 2014 and December 31, 2013 , the Company’s other financial instruments included cash and equivalents, short-term investments, trade receivables, equity investments, accounts payable and borrowings. The carrying amount of cash and equivalents, short-term investments, trade receivables and accounts payable approximates fair value due to the short-term maturities of these instruments. The fair value of marketable equity investments, notes payable and long-term debt are estimated based on quoted market prices and interest rates. The fair value of non-marketable equity investments, which represent investments in start-up technology companies, are estimated based on information provided by these companies.
The carrying amount and estimated fair value of the Company’s other financial instruments at September 30, 2014 and December 31, 2013 were as follows:
 
September 30, 2014
 
December 31, 2013
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
(in millions)
Cash and equivalents
$
3,910.8

 
$
3,910.8

 
$
3,046.1

 
$
3,046.1

Short-term investments
274.6

 
274.6

 
603.0

 
603.0

Non-current investments:
 
 
 
 
 
 
 
Marketable equity
4.3

 
4.3

 
—

 
—

Non-marketable equity
29.5

 
29.5

 
20.8

 
20.8

Notes payable
55.8

 
55.8

 
55.6

 
55.6

Long-term debt
2,088.6

 
2,095.8

 
2,098.3

 
2,163.8

In the first quarter of 2013, the Company recorded an impairment charge of $3.7 million included in "Other, net" non-operating expense due to the other than temporary decline in value of a non-marketable equity investment.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk principally consist of trade receivables. Wholesale distributors, major retail chains and managed care organizations account for a substantial portion of trade receivables. This risk is limited due to the number of customers comprising the Company’s customer base, and their geographic dispersion. At September 30, 2014 , trade receivables from McKesson Drug Company represented approximately 12% of total trade receivables, net. Ongoing credit evaluations of customers’ financial condition are performed and, generally, no collateral is required. The Company has purchased an insurance policy intended to reduce the Company’s exposure to potential credit risks associated with certain U.S. customers. To date, no claims have been made against the insurance policy. The Company maintains reserves for potential credit losses and such losses, in the aggregate, have not historically exceeded management’s estimates.
The allowance for doubtful accounts at September 30, 2014 and December 31, 2013 was $59.4 million and $24.2 million , respectively. The allowance for doubtful accounts at September 30, 2014 includes the addition of $37.3 million of allowances in the third quarter of 2014 for estimated uncollectible U.S. dollar denominated trade receivables from customers in Venezuela.

Note 15:  Fair Value Measurements
The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of September 30, 2014 and December 31, 2013 , the Company has certain assets and liabilities that are required to be measured at fair value on a recurring basis. These include cash equivalents, short-term investments, available-for-sale securities, foreign exchange derivatives, deferred executive compensation investments and liabilities and contingent consideration liabilities.

24
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

These assets and liabilities are classified in the table below in one of the three categories of the fair value hierarchy described above.
 
September 30, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(in millions)
Assets
 
 
 
 
 
 
 
Commercial paper
$
1,426.1

 
$
—

 
$
1,426.1

 
$
—

Foreign time deposits
130.0

 
—

 
130.0

 
—

Other cash equivalents
2,178.4

 
—

 
2,178.4

 
—

Available-for-sale securities
4.3

 
4.3

 
—

 
—

Foreign exchange derivative assets
55.8

 
—

 
55.8

 
—

Deferred executive compensation investments
111.1

 
88.9

 
22.2

 
—

 
$
3,905.7

 
$
93.2

 
$
3,812.5

 
$
—

Liabilities
 

 
 

 
 

 
 

Deferred executive compensation liabilities
$
103.8

 
$
81.6

 
$
22.2

 
$
—

Contingent consideration liabilities
388.8

 
—

 
—

 
388.8

 
$
492.6

 
$
81.6

 
$
22.2

 
$
388.8

 
 
 
 
 
 
 
 
 
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

Cash equivalents consist of commercial paper, foreign time deposits and other cash equivalents. Other cash equivalents consist primarily of money-market fund investments. Short-term investments consist of commercial paper and foreign time deposits. Cash equivalents and short-term investments are valued at cost, which approximates fair value due to the short-term maturities of these instruments. Available-for-sale securities are valued using quoted stock prices from the National Association of Securities Dealers Automated Quotation System at the reporting date. Foreign currency derivative assets and liabilities are valued using quoted forward foreign exchange prices and option volatility at the reporting date. The Company believes the fair values assigned to its derivative instruments as of September 30, 2014 and December 31, 2013 are based upon reasonable estimates and assumptions. Assets and liabilities related to deferred executive compensation consist of actively traded mutual funds classified as Level 1 and money-market funds classified as Level 2.
Contingent consideration liabilities represent future amounts the Company may be required to pay in conjunction with various business combinations. The ultimate amount of future payments is based on specified future criteria, such as sales performance and the achievement of certain future development, regulatory and sales milestones and other contractual performance conditions. The Company evaluates its estimates of the fair value of contingent consideration liabilities on a periodic basis. Any changes in the fair value of contingent consideration liabilities are recorded as SG&A expense.

25
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company estimates the fair value of the contingent consideration liabilities related to sales performance using the income approach, which involves forecasting estimated future net cash flows and discounting the net cash flows to their present value using a risk-adjusted rate of return. The Company estimates the fair value of the contingent consideration liabilities related to the achievement of future development and regulatory milestones by assigning an achievement probability to each potential milestone and discounting the associated cash payment to its present value using a risk-adjusted rate of return. The Company estimates the fair value of the contingent consideration liabilities associated with sales milestones by employing Monte Carlo simulations to estimate the volatility and systematic relative risk of revenues subject to sales milestone payments and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate. The fair value of other contractual performance conditions is measured by assigning an achievement probability to each payment and discounting the payment to its present value using the Company's estimated cost of borrowing. The unobservable inputs to the valuation models that have the most significant effect on the fair value of the Company's contingent consideration liabilities are the probabilities that certain in-process development projects will meet specified development milestones, including ultimate approval by the FDA. The Company currently estimates that the probabilities of success in meeting the specified development milestones are between 30% and 80% .
The following table provides a reconciliation of the change in the contingent consideration liabilities through September 30, 2014 :
 
(in millions)
Balance at December 31, 2013
$
225.2

Additions during the period related to business combinations
192.5

Change in the estimated fair value of the contingent consideration liabilities
(15.5
)
Payments made during the period
(10.2
)
Foreign exchange translation effects
(3.2
)
Balance at September 30, 2014
$
388.8


Note 16:  Business Segment Information
The Company operates its business on the basis of two reportable segments — specialty pharmaceuticals and medical devices. The specialty pharmaceuticals segment produces a broad range of pharmaceutical products, including: ophthalmic products for dry eye, glaucoma, inflammation, infection, allergy and retinal disease; Botox ® for certain therapeutic and aesthetic indications; skin care products for acne, psoriasis, eyelash growth and other prescription and physician-dispensed skin care products; and urologics products. The medical devices segment produces a broad range of medical devices, including: breast implants for augmentation, revision and reconstructive surgery and tissue expanders; and facial aesthetics products. The Company provides global marketing strategy teams to ensure development and execution of a consistent marketing strategy for its products in all geographic regions that share similar distribution channels and customers.
The Company evaluates segment performance on a product net sales and 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, amortization of certain identifiable intangible assets related to business combinations, asset acquisitions and related capitalized licensing costs and certain other adjustments, which are not allocated to the Company’s segments for performance assessment by the Company’s chief operating decision maker. Other adjustments excluded from the Company’s segments for performance assessment represent income or expenses that do not reflect, according to established Company-defined criteria, operating income or expenses associated with the Company’s core business activities. Because operating segments are generally defined by the products they design and sell, they do not make sales to each other. The Company does not discretely allocate assets to its operating segments, nor does the Company’s chief operating decision maker evaluate operating segments using discrete asset information.

26
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Operating Segments
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Product net sales:
 
 
 
 
 
 
 
Specialty pharmaceuticals
$
1,520.0

 
$
1,329.8

 
$
4,405.4

 
$
3,909.3

Medical devices
270.7

 
198.6

 
831.7

 
628.6

Total product net sales
1,790.7

 
1,528.4

 
5,237.1

 
4,537.9

Other revenues
26.4

 
30.3

 
90.3

 
78.1

Total revenues
$
1,817.1

 
$
1,558.7

 
$
5,327.4

 
$
4,616.0

 
 
 
 
 
 
 
 
Operating income:
 
 
 
 
 

 
 

Specialty pharmaceuticals
$
750.1

 
$
593.4

 
$
2,006.1

 
$
1,652.8

Medical devices
96.4

 
58.5

 
272.3

 
188.2

Total segments
846.5

 
651.9

 
2,278.4

 
1,841.0

General and administrative expenses, other indirect costs and other adjustments
240.8

 
133.4

 
607.1

 
401.2

Amortization of intangible assets (a)
27.4

 
27.7

 
80.4

 
80.4

Restructuring charges
185.5

 
0.6

 
208.3

 
4.9

Total operating income
$
392.8

 
$
490.2

 
$
1,382.6

 
$
1,354.5

  ——————————
(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 for the Company’s various global product portfolios are presented below. The Company’s principal geographic markets are the United States, Europe, Latin America and Asia Pacific. The U.S. information is presented separately as it is the Company’s headquarters country. U.S. sales represented 63.9% and 62.5% of the Company’s total consolidated product net sales for the three month periods ended September 30, 2014 and 2013 , respectively. U.S. sales represented 62.7% and 61.5% of the Company’s total consolidated product net sales for the nine month periods ended September 30, 2014 and 2013 , respectively.
Sales to two customers in the Company’s specialty pharmaceuticals segment each generated over 10% of the Company’s total consolidated product net sales. Sales to McKesson Drug Company for the three month periods ended September 30, 2014 and 2013 were 14.8% and 16.0% , respectively, of the Company’s total consolidated product net sales, and 14.2% and 14.8% , respectively, of the Company’s total consolidated product net sales for the nine month periods ended September 30, 2014 and 2013 . Sales to Cardinal Health, Inc. for the three month period ended September 30, 2014 and 2013 were 10.8% and 13.7% , respectively, of the Company’s total consolidated product net sales, and 10.4% and 14.1% , respectively, of the Company’s total consolidated product net sales for the nine month periods ended September 30, 2014 and 2013 . No other country or single customer generates over 10% of the Company’s total consolidated product net sales. Other medical devices product net sales represent sales made pursuant to certain transitional manufacturing and distribution service agreements with Apollo related to the sale of the Company's obesity intervention business unit. Net sales for the Europe region also include sales to customers in Africa and the Middle East, and net sales in the Asia Pacific region include sales to customers in Australia and New Zealand.

27
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Product Net Sales by Product Line
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Specialty Pharmaceuticals:
 
 
 
 
 
 
 
Eye Care Pharmaceuticals
$
818.8

 
$
717.1

 
$
2,376.2

 
$
2,108.1

Botox ® /Neuromodulators
560.1

 
485.7

 
1,641.3

 
1,456.6

Skin Care and Other
141.1

 
127.0

 
387.9

 
344.6

Total Specialty Pharmaceuticals
1,520.0

 
1,329.8

 
4,405.4

 
3,909.3

 
 
 
 
 
 
 
 
Medical Devices:
 
 
 
 
 

 
 

Breast Aesthetics
97.5

 
91.9

 
307.2

 
288.3

Facial Aesthetics
161.4

 
106.7

 
487.6

 
340.3

Core Medical Devices
258.9

 
198.6

 
794.8

 
628.6

Other
11.8

 
—

 
36.9

 
—

Total Medical Devices
270.7

 
198.6

 
831.7

 
628.6

 
 
 
 
 
 
 
 
Total product net sales
$
1,790.7

 
$
1,528.4

 
$
5,237.1

 
$
4,537.9

Geographic Information
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Product net sales:
 
 
 
 
 
 
 
United States
$
1,143.6

 
$
955.6

 
$
3,285.3

 
$
2,791.9

Europe
337.1

 
282.6

 
1,067.4

 
909.5

Latin America
100.3

 
104.6

 
281.8

 
286.5

Asia Pacific
132.6

 
117.8

 
380.7

 
348.7

Other
77.1

 
67.8

 
221.9

 
201.3

Total product net sales
$
1,790.7

 
$
1,528.4

 
$
5,237.1

 
$
4,537.9

 
September 30,
2014
 
December 31,
2013
 
(in millions)
Long-lived assets:
 
 
 
United States
$
4,563.5

 
$
4,274.7

Europe
619.0

 
569.9

Latin America
49.0

 
52.2

Asia Pacific
49.1

 
51.2

Other
1.1

 
1.4

Total long-lived assets
$
5,281.7

 
$
4,949.4

The increase in long-lived assets in the United States at September 30, 2014 compared to December 31, 2013 is primarily due to an increase in intangible assets and goodwill related to the acquisition of LiRIS completed in the third quarter of 2014.


28
ALLERGAN, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 17:  Subsequent Event
In October 2014, the Company announced that it has amended its U.S. qualified and unqualified defined benefit pension plans to close the plans to any future participant service credits (plan freeze), effective December 31, 2014. In conjunction with the plan freeze, the Company will be adding one additional year of service credit to the calculation of benefits for all active employees as of December 31, 2014. The Company currently estimates that it will incur pre-tax curtailment charges of approximately $17.0 million in the fourth quarter of 2014 related to the plan freeze.
The Company also announced that effective January 1, 2015, the Company will increase the company match on employee contributions in the Savings and Investment Plan to 100% of the first 5% of compensation from 100% of the first 4% of compensation.

29

ALLERGAN, INC.
  Item 2 .  Management’s Discussion and Analysis of Financial Condition and Results of Operations
This financial review presents our operating results for the three and nine month periods ended September 30, 2014 and 2013, and our financial condition at September 30, 2014 . The following discussion contains forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically under the caption “Risk Factors” in Part II, Item 1A below. The following review should be read in connection with the information presented in our unaudited condensed consolidated financial statements and related notes for the three and nine month periods ended September 30, 2014 included in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2013 included in our 2013 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. 
 
Critical Accounting Policies, Estimates and Assumptions
The preparation and presentation of financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to establish policies and to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. In our judgment, the accounting policies, estimates and assumptions described below have the greatest potential impact on our consolidated financial statements. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from our estimates.
Revenue Recognition
We recognize revenue from product sales when goods are shipped and title and risk of loss transfer to our customers. A substantial portion of our revenue is generated by the sale of specialty pharmaceutical products (primarily eye care pharmaceuticals and skin care and other products) to wholesalers within the United States, and we have a policy to attempt to maintain average U.S. wholesaler inventory levels at an amount less than eight weeks of our net sales. A portion of our revenue is generated from consigned inventory of breast implants maintained at physician, hospital and clinic locations. These customers are contractually obligated to maintain a specific level of inventory and to notify us upon the use of consigned inventory. Revenue for consigned inventory is recognized at the time we are notified by the customer that the product has been used. Notification is usually through the replenishing of the inventory, and we periodically review consignment inventories to confirm the accuracy of customer reporting.
We generally offer cash discounts to customers for the early payment of receivables. Those discounts are recorded as a reduction of revenue and accounts receivable in the same period that the related sale is recorded. The amounts reserved for cash discounts were $7.5 million and $6.3 million at September 30, 2014 and December 31, 2013 , respectively. Provisions for cash discounts deducted from consolidated sales in the third quarter of 2014 and 2013 were $22.4 million and $19.3 million, respectively. Provisions for cash discounts deducted from consolidated sales in the first nine months of 2014 and 2013 were $63.6 million and $55.6 million, respectively.
We permit returns of product from most product lines by any class of customer if such product is returned in a timely manner, in good condition and from normal distribution channels. Return policies in certain international markets and for certain medical device products, primarily breast implants, provide for more stringent guidelines in accordance with the terms of contractual agreements with customers. Our estimates for sales returns are based upon the historical patterns of product returns matched against sales, and management’s evaluation of specific factors that may increase the risk of product returns. The amount of allowances for sales returns recognized in our consolidated balance sheets at September 30, 2014 and December 31, 2013 were $85.9 million and $84.4 million, respectively, and are recorded in “Other accrued expenses” and “Trade receivables, net” in our consolidated balance sheets. Provisions for sales returns deducted from consolidated sales were $106.4 million and $113.8 million in the third quarter of 2014 and 2013, respectively. Provisions for sales returns deducted from consolidated sales were $334.4 million and $330.7 million in the first nine months of 2014 and 2013, respectively. The decrease in the provisions for sales returns in the third quarter of 2014 compared to the third quarter of 2013 is primarily due to a decrease in estimated product sales return rates for our eye care pharmaceuticals and breast aesthetics products, partially offset by increased overall product sales volume. The increase in the provisions for sales returns in the first nine months of 2014 compared to the first nine months of 2013 is primarily due to increased overall product sales volume, partially offset by a decrease in estimated product sales return rates for our breast aesthetics products. Actual historical allowances for cash discounts and product returns have been consistent with the amounts reserved or accrued.
We participate in various U.S. federal and state government rebate programs, the largest of which are Medicaid, Medicare and the U.S. Department of Veterans Affairs. We also have contracts with various managed care and group purchasing organizations that provide for sales rebates and other contractual discounts. In the United States, we also incur chargebacks, which are reimbursements to wholesalers for honoring contracted prices to third parties. Outside of the United States, we incur sales allowances

30
Table of Contents

based on contractual provisions and legislative mandates. We also offer rebate and other incentive programs directly to our customers for our aesthetic products and certain therapeutic products, including Botox ® for both therapeutic and cosmetic uses, the Juvéderm ® franchise, Latisse ® , Natrelle ® , Acuvail ® , Aczone ® and Restasis ® , and for certain other skin care products. Sales rebates and incentive accruals reduce revenue in the same period that the related sale is recorded and are included in “Other accrued expenses” in our consolidated balance sheets. The amounts accrued for sales rebates and other incentive programs were $369.9 million and $279.3 million at September 30, 2014 and December 31, 2013 , respectively.
Provisions for sales rebates and other incentive programs deducted from consolidated sales were $372.6 million in the third quarter of 2014 compared to $292.2 million in the third quarter of 2013. The $80.4 million increase in the provisions for sales rebates and other incentive programs in the third quarter of 2014 is due to a $25.7 million increase in provisions for rebates associated with U.S. federal and state government programs, a $17.5 million increase in managed health care rebates and other contractual discounts, a $23.4 million increase in chargebacks, primarily due to increases in the list prices of certain eye care pharmaceuticals products that are subject to fixed contractual prices with government agencies, a $2.5 million increase in sales allowances outside of the United States and an $11.3 million increase in provisions for consumer coupons and other customer incentives. Provisions for sales rebates and other incentive programs deducted from consolidated sales were $1,090.0 million in the first nine months of 2014 compared to $831.1 million in the first nine months of 2013. The $258.9 million increase in the provisions for sales rebates and other incentive programs in the first nine months of 2014 is due to a $102.0 million increase in provisions for rebates associated with U.S. federal and state government programs, a $30.7 million increase in managed health care rebates and other contractual discounts, a $68.2 million increase in chargebacks, primarily due to increases in the list prices of certain eye care pharmaceuticals products that are subject to fixed contractual prices with government agencies, a $15.3 million increase in sales allowances outside of the United States and a $42.7 million increase in provisions for consumer coupons and other customer incentives. The increase in the provisions for sales rebates and other incentive programs in the three and nine month periods ended September 30, 2014 compared to the respective periods in 2013 is primarily due to increased eye care pharmaceutical sales in the United States and a shift in U.S. patient populations to government reimbursed programs, which typically have higher rebate percentages than other managed care programs. Rebates related to the Medicare Part D coverage gap in the United States increased in the three and nine month periods ended September 30, 2014 compared to the respective periods in 2013, primarily due to higher estimated utilization rates. In addition, an increase in our published list prices in the United States for pharmaceutical products, which occurred for several of our products in each of 2014 and 2013, generally results in higher provisions for sales rebates and other incentive programs deducted from consolidated sales.
Our procedures for estimating amounts accrued for sales rebates and other incentive programs at the end of any period are based on available quantitative data and are supplemented by management’s judgment with respect to many factors, including but not limited to, current market dynamics, changes in contract terms, changes in sales trends, an evaluation of current laws and regulations and product pricing. Quantitatively, we use historical sales, product utilization and rebate data and apply forecasting techniques in order to estimate our liability amounts. Qualitatively, management’s judgment is applied to these items to modify, if appropriate, the estimated liability amounts. There are inherent risks in this process. For example, customers may not achieve assumed utilization levels; customers may misreport their utilization to us; actual utilization and reimbursement rates under government rebate programs may differ from those estimated; and actual movements of the U.S. Consumer Price Index for All Urban Consumers, or CPI-U, which affect our rebate programs with U.S. federal and state government agencies, may differ from those estimated. On a quarterly basis, adjustments to our estimated liabilities for sales rebates and other incentive programs related to sales made in prior periods have not been material and have generally been less than 0.5% of consolidated product net sales. An adjustment to our estimated liabilities of 0.5% of consolidated product net sales on a quarterly basis would result in an increase or decrease to net sales and earnings before income taxes of approximately $9.0 million to $10.0 million. The sensitivity of our estimates can vary by program and type of customer. Additionally, there is a significant time lag between the date we determine the estimated liability and when we actually pay the liability. Due to this time lag, we record adjustments to our estimated liabilities over several periods, which can result in a net increase to earnings or a net decrease to earnings in those periods. Material differences may result in the amount of revenue we recognize from product sales if the actual amount of rebates and incentives differ materially from the amounts estimated by management.
We recognize license fees, royalties and reimbursement income for services provided as other revenues based on the facts and circumstances of each contractual agreement. In general, we recognize income upon the signing of a contractual agreement that grants rights to products or technology to a third party if we have no further obligation to provide products or services to the third party after entering into the contract. We recognize contingent consideration earned from the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. We defer income under contractual agreements when we have further obligations that indicate that a separate earnings process has not been completed.
Contingent Consideration
Contingent consideration liabilities represent future amounts we may be required to pay in conjunction with various business combinations. The ultimate amount of future payments is based on specified future criteria, such as sales performance and the

31
Table of Contents

achievement of certain future development, regulatory and sales milestones and other contractual performance conditions. We estimate the fair value of the contingent consideration liabilities related to sales performance using the income approach, which involves forecasting estimated future net cash flows and discounting the net cash flows to their present value using a risk-adjusted rate of return. We estimate the fair value of the contingent consideration liabilities related to the achievement of future development and regulatory milestones by assigning an achievement probability to each potential milestone and discounting the associated cash payment to its present value using a risk-adjusted rate of return. We estimate the fair value of the contingent consideration liabilities associated with sales milestones by employing Monte Carlo simulations to estimate the volatility and systematic relative risk of revenues subject to sales milestone payments and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate. The fair value of other contractual performance conditions is measured by assigning an achievement probability to each payment and discounting the payment to its present value using our estimated cost of borrowing. We evaluate our estimates of the fair value of contingent consideration liabilities on a periodic basis. Any changes in the fair value of contingent consideration liabilities are recorded through earnings as “Selling, general and administrative” in the accompanying unaudited condensed consolidated statements of earnings. The total estimated fair value of contingent consideration liabilities was $388.8 million and $225.2 million at September 30, 2014 and December 31, 2013 , respectively, and was included in “Other accrued expenses” and “Other liabilities” in our consolidated balance sheets.
Pensions
We sponsor various pension plans in the United States and abroad in accordance with local laws and regulations. Our U.S. pension plans account for a large majority of our aggregate pension plans' net periodic benefit costs and projected benefit obligations. In connection with these plans, we use certain actuarial assumptions to determine the plans' net periodic benefit costs and projected benefit obligations, the most significant of which are the expected long-term rate of return on assets and the discount rate.
Our assumption for the weighted average expected long-term rate of return on assets in our U.S. funded pension plan for determining the net periodic benefit cost is 6.25% for 2014 and 2013. Our assumptions for the weighted average expected long-term rate of return on assets in our non-U.S. funded pension plans are 4.56% and 4.36% for 2014 and 2013, respectively. For our U.S. funded pension plan, we determine, based upon recommendations from our pension plan's investment advisors, the expected rate of return using a building block approach that considers diversification and rebalancing for a long-term portfolio of invested assets. Our investment advisors study historical market returns and preserve long-term historical relationships between equities and fixed income in a manner consistent with the widely-accepted capital market principle that assets with higher volatility generate a greater return over the long run. They also evaluate market factors such as inflation and interest rates before long-term capital market assumptions are determined. For our non-U.S. funded pension plans, the expected rate of return was determined based on asset distribution and assumed long-term rates of return on fixed income instruments and equities. Market conditions and other factors can vary over time and could significantly affect our estimates of the weighted average expected long-term rate of return on plan assets. The expected rate of return is applied to the market-related value of plan assets. As a sensitivity measure, the effect of a 0.25% decline in our rate of return on assets assumptions for our U.S. and non-U.S. funded pension plans would increase our expected 2014 pre-tax pension benefit cost by approximately $2.3 million.
The weighted average discount rates used to calculate our U.S. and non-U.S. pension benefit obligations at December 31, 2013 were 5.05% and 4.19%, respectively. The weighted average discount rates used to calculate our U.S. and non-U.S. net periodic benefit costs for 2014 were 5.05% and 4.19%, respectively, and for 2013, 4.23% and 4.55%, respectively. We determine the discount rate based upon a hypothetical portfolio of high quality fixed income investments with maturities that mirror the pension benefit obligations at the plans' measurement date. Market conditions and other factors can vary over time and could significantly affect our estimates for the discount rates used to calculate our pension benefit obligations and net periodic benefit costs for future years. As a sensitivity measure, the effect of a 0.25% decline in the discount rate assumption for our U.S. and non-U.S. pension plans would increase our expected 2014 pre-tax pension benefit costs by approximately $5.3 million and increase our pension plans' projected benefit obligations at December 31, 2013 by approximately $52.7 million.
Share-Based Compensation
We recognize compensation expense for all share-based awards made to employees and directors. The fair value of share-based awards is estimated at the grant date and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period.
The fair value of stock option awards that vest based on a service condition is estimated using the Black-Scholes option-pricing model. The fair value of share-based awards that contain a market condition is generally estimated using a Monte Carlo simulation model, and the fair value of modifications to share-based awards is generally estimated using a lattice model.
The determination of fair value using the Black-Scholes, Monte Carlo simulation and lattice models is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility,

32
Table of Contents

risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. We currently estimate stock price volatility based upon an equal weighting of the historical average over the expected life of the award and the average implied volatility of at-the-money options traded in the open market. We estimate employee stock option exercise behavior based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options.
Share-based compensation expense is recognized only for those awards that are ultimately expected to vest, and we have applied an estimated forfeiture rate to unvested awards for the purpose of calculating compensation cost. These estimates will be revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation cost in the period in which the change in estimate occurs. Compensation expense for share-based awards based on a service condition is recognized using the straight-line single option method.
On October 29, 2014, we granted special performance-based awards of restricted stock units, or Performance RSUs, to certain executive officers and key employees, excluding the Company's Chief Executive Officer, David E.I. Pyott. The purpose of this grant of Performance RSUs is to emphasize the Company’s commitment to executing its strategic plan and further align the compensation of these executive officers and key employees with the delivery of sustained stockholder value. The Performance RSUs will cliff vest, if at all, upon the certification of achievement of both of the following performance targets, subject to the employee’s continuous employment: (1) achievement of 2016 non-GAAP diluted earnings per share of $10.00, excluding the effect of any extraordinary share repurchase program and business combinations; and (2) achievement of a three-year (2014-2016) total stockholder return (stock price appreciation plus dividends), or TSR, that meets or exceeds the three-year median TSR during the same period for our compensation peer group. The Performance RSUs are subject to full acceleration of vesting upon each of the following events: (i) the employee’s termination of employment due to death or disability prior to or on December 31, 2016; (ii) a change in control of the Company prior to the certification of achievement date in which the successor or surviving entity does not assume or replace the Performance RSUs, subject to the employee’s continued employment through such date; or (iii) a “qualifying termination” (as defined in the award agreement) of the employee or the employee’s termination of employment due to death or disability, in each case, following a change in control of the Company in which the successor or surviving entity assumes or replaces the Performance RSUs. The grant date fair value of the Performance RSUs was approximately $18 million, which will be recognized as expense over the performance period.
Product Liability Self-Insurance
We are largely self-insured for future product liability losses related to all of our products. We have historically been and continue to be self-insured for any product liability losses related to our breast implant products. Future product liability losses are, by their nature, uncertain and are based upon complex judgments and probabilities. The factors to consider in developing product liability reserves include the merits and jurisdiction of each claim, the nature and the number of other similar current and past claims, the nature of the product use and the likelihood of settlement. In addition, we accrue for certain potential product liability losses estimated to be incurred, but not reported, to the extent they can be reasonably estimated. We estimate these accruals for potential losses based primarily on historical claims experience and data regarding product usage. The total value of self-insured product liability claims settled in the third quarter and the first nine months of 2014 and 2013, respectively, and the value of known and reasonably estimable incurred but unreported self-insured product liability claims pending as of September 30, 2014 are not expected to have a material effect on our results of operations or liquidity.
Income Taxes
The provision for income taxes is determined using an estimated annual effective tax rate, which is generally less than the U.S. federal statutory rate, primarily because of lower tax rates in certain non-U.S. jurisdictions, research and development, or R&D, tax credits available in California and other foreign jurisdictions and deductions available in the United States for domestic production activities. We currently expect the U.S. R&D tax credit to be renewed in the fourth quarter of 2014, with retroactive effect to January 1, 2014; however, until appropriate legislation is enacted in the United States to renew the R&D tax credit, our estimated annual effective tax rate for fiscal year 2014 must exclude any potential benefit for this credit. Our effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as the mix of pre-tax earnings in the various tax jurisdictions in which we operate, valuation allowances against deferred tax assets, the recognition or derecognition of tax benefits related to uncertain tax positions, expected utilization of R&D tax credits and acquired net operating losses and changes in or the interpretation of tax laws in jurisdictions where we conduct business. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers.
We record a valuation allowance against our deferred tax assets to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce the valuation allowance against our deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was $48.9 million at September 30, 2014 and December 31, 2013.

33
Table of Contents

We have not provided for withholding and U.S. taxes for the unremitted earnings of certain non-U.S. subsidiaries because we have currently reinvested these earnings indefinitely in these foreign operations. At December 31, 2013 , we had approximately $3,828.0 million in unremitted earnings outside the United States for which withholding and U.S. taxes were not provided. Income tax expense would be incurred if these earnings were remitted to the United States. It is not practicable to estimate the amount of the deferred tax liability on such unremitted earnings. Upon remittance, certain foreign countries impose withholding taxes that are then available, subject to certain limitations, for use as credits against our U.S. tax liability, if any. We annually update our estimate of unremitted earnings outside the United States after the completion of each fiscal year.
On October 14, 2014, Ireland’s Minister for Finance announced changes to Ireland’s corporate tax regime for multinational companies that, if enacted, will eliminate the future use of certain tax structures. We are currently assessing the impact of the proposed changes.
Acquisitions
The accounting for acquisitions requires extensive use of estimates and judgments to measure the fair value of the identifiable tangible and intangible assets acquired, including in-process research and development, and liabilities assumed. Additionally, we must determine whether an acquired entity is considered to be a business or a set of net assets, because the excess of the purchase price over the fair value of net assets acquired can only be recognized as goodwill in a business combination.
On August 13, 2014 , we acquired LiRIS Biomedical, Inc., or LiRIS, for $67.5 million in cash and estimated contingent consideration of $192.5 million as of the acquisition date. On March 1, 2013, we acquired MAP Pharmaceuticals, Inc., or MAP, for an aggregate purchase price of approximately $871.7 million, net of cash acquired. On April 12, 2013, we acquired Exemplar Pharma, LLC, or Exemplar, for an aggregate purchase price of approximately $16.1 million, net of cash acquired. We accounted for these acquisitions as business combinations.  In March 2014, we completed the acquisition of certain assets related to technology under development for use as a dermal filler from Aline Aesthetics, LLC and Tautona Group, L.P. for an upfront payment of $10.0 million and potential future payments for certain milestone events. We accounted for this acquisition as a purchase of net assets. The tangible and intangible assets acquired and liabilities assumed in connection with these acquisitions were recognized based on their estimated fair values at the acquisition dates. The determination of estimated fair values requires significant estimates and assumptions including, but not limited to, determining the timing and estimated costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows and developing appropriate discount rates. We believe the estimated fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions.
Impairment Evaluations for Goodwill and Intangible Assets
We evaluate goodwill for impairment on an annual basis, or more frequently if we believe indicators of impairment exist. We have identified two reporting units, specialty pharmaceuticals and medical devices, and perform our annual evaluation as of October 1 each year.
For our specialty pharmaceuticals reporting unit, we performed a qualitative assessment to determine whether it is more likely than not that its fair value is less than its carrying amount. For our medical devices reporting unit, we evaluated goodwill for impairment by comparing its carrying value to its estimated fair value. We primarily use the income approach and the market approach that include the discounted cash flow method, the guideline company method, as well as other generally accepted valuation methodologies to determine the fair value. Upon completion of the October 2013 annual impairment assessment, we determined that no impairment was indicated.
As of September 30, 2014 , we are not aware of any significant indicators of impairment that exist for our goodwill that would require additional analysis.
We also review intangible assets for impairment when events or changes in circumstances indicate that the carrying value of our intangible assets may not be recoverable. An impairment in the carrying value of an intangible asset is recognized whenever anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. As of September 30, 2014 , we believe that the carrying values of our amortizable intangible assets are recoverable and the fair value exceeds the carrying value of our indefinite-lived in-process research and development intangible assets.
Significant management judgment is required in the forecasts of future operating results that are used in our impairment evaluations. The estimates we have used are consistent with the plans and estimates that we use to manage our business. It is possible, however, that the plans may change and estimates used may prove to be inaccurate. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur future impairment charges.

34
Table of Contents

Continuing Operations
Headquartered in Irvine, California, we are a multi-specialty health care company focused on developing and commercializing innovative pharmaceuticals, biologics, medical devices and over-the-counter products that enable people to live life to its full potential — to see more clearly, move more freely and express themselves more fully. We discover, develop and commercialize a diverse range of products for the ophthalmic, neurological, medical aesthetics, medical dermatology, breast aesthetics, urological and other specialty markets in more than 100 countries around the world.
We are also a pioneer in specialty pharmaceutical, biologic and medical device research and development. Our research and development efforts are focused on products and technologies related to the many specialty areas in which we currently operate as well as new specialty areas where unmet medical needs are significant. We supplement our own research and development activities with our commitment to identify and obtain new technologies through in-licensing, research collaborations, joint ventures and acquisitions. At September 30, 2014 , we employed approximately 11,500 persons around the world. Our principal geographic markets are the United States, Europe, Latin America and Asia Pacific.

Results of Continuing Operations
We operate our business on the basis of two reportable segments — specialty pharmaceuticals and medical devices. The specialty pharmaceuticals segment produces a broad range of pharmaceutical products, including: ophthalmic products for dry eye, glaucoma, inflammation, infection, allergy and retinal disease; Botox ® for certain therapeutic and aesthetic indications; skin care products for acne, psoriasis, eyelash growth and other prescription and physician-dispensed skin care products; and urologics products. The medical devices segment produces a broad range of medical devices, including: breast implants for augmentation, revision and reconstructive surgery and tissue expanders; and facial aesthetics products. We provide global marketing strategy teams to coordinate the development and execution of a consistent marketing strategy for our products in all geographic regions that share similar distribution channels and customers.
Management evaluates our business segments and various global product portfolios on a revenue basis, which is presented below in accordance with GAAP. We also report sales performance using the non-GAAP financial measure of constant currency sales. Constant currency sales represent current period reported sales, adjusted for the translation effect of changes in average foreign exchange rates between the current period and the corresponding period in the prior year. We calculate the currency effect by comparing adjusted current period reported sales, calculated using the monthly average foreign exchange rates for the corresponding period in the prior year, to the actual current period reported sales. We routinely evaluate our net sales performance at constant currency so that sales results can be viewed without the impact of changing foreign currency exchange rates, thereby facilitating period-to-period comparisons of our sales. Generally, when the U.S. dollar either strengthens or weakens against other currencies, the growth at constant currency rates will be higher or lower, respectively, than growth reported at actual exchange rates.
The following table compares net sales by product line within each reportable segment and certain selected pharmaceutical products for the three and nine month periods ended September 30, 2014 and 2013:

35
Table of Contents

 
Three Months Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
 
September 30,
 
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
$
818.8

 
$
717.1

 
$
101.7

 
$
103.0

 
$
(1.3
)
 
14.2
 %
 
14.4
 %
 
(0.2
)%
Botox ® /Neuromodulators
560.1

 
485.7

 
74.4

 
77.6

 
(3.2
)
 
15.3
 %
 
16.0
 %
 
(0.7
)%
Skin Care and Other
141.1

 
127.0

 
14.1

 
14.2

 
(0.1
)
 
11.1
 %
 
11.2
 %
 
(0.1
)%
Total Specialty
Pharmaceuticals
1,520.0

 
1,329.8

 
190.2

 
194.8

 
(4.6
)
 
14.3
 %
 
14.6
 %
 
(0.3
)%
Medical Devices:
 

 
 

 
 

 
 

 
 

 
 
 
 

 
 

Breast Aesthetics
97.5

 
91.9

 
5.6

 
5.8

 
(0.2
)
 
6.1
 %
 
6.3
 %
 
(0.2
)%
Facial Aesthetics
161.4

 
106.7

 
54.7

 
56.0

 
(1.3
)
 
51.3
 %
 
52.5
 %
 
(1.2
)%
Core Medical Devices
258.9

 
198.6

 
60.3

 
61.8

 
(1.5
)
 
30.4
 %
 
31.1
 %
 
(0.7
)%
Other (a)
11.8

 
—

 
11.8

 
11.8

 
—

 
N/A

 
N/A

 
N/A

Total Medical Devices
270.7

 
198.6

 
72.1

 
73.6

 
(1.5
)
 
36.3
 %
 
37.1
 %
 
(0.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total product net sales
$
1,790.7

 
$
1,528.4

 
$
262.3

 
$
268.4

 
$
(6.1
)
 
17.2
 %
 
17.6
 %
 
(0.4
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic product net sales
63.9
%
 
62.5
%
 
 

 
 

 
 

 
 

 
 

 
 

International product net sales
36.1
%
 
37.5
%
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Product Net Sales (b):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Alphagan ®  P ,  Alphagan ®  and  Combigan ®
$
130.2

 
$
112.4

 
$
17.8

 
$
18.3

 
$
(0.5
)
 
15.9
 %
 
16.3
 %
 
(0.4
)%
Lumigan ®  Franchise 
165.6

 
153.5

 
12.1

 
11.7

 
0.4

 
7.9
 %
 
7.6
 %
 
0.3
 %
Total Glaucoma Products
297.6

 
267.9

 
29.7

 
29.7

 
—

 
11.1
 %
 
11.1
 %
 
—
 %
Restasis ®  
273.3

 
239.3

 
34.0

 
34.4

 
(0.4
)
 
14.2
 %
 
14.4
 %
 
(0.2
)%
Latisse ®  
22.4

 
24.4

 
(2.0
)
 
(1.9
)
 
(0.1
)
 
(8.1
)%
 
(7.7
)%
 
(0.4
)%
Total Specialty Pharmaceuticals and Core Medical Devices
1,778.9

 
1,528.4

 
250.5

 
256.6

 
(6.1
)
 
16.4
 %
 
16.8
 %
 
(0.4
)%



36
Table of Contents

 
Nine Months Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30,
 
September 30,
 
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
$
2,376.2

 
$
2,108.1

 
$
268.1

 
$
283.3

 
$
(15.2
)
 
12.7
 %
 
13.4
 %
 
(0.7
)%
Botox ® /Neuromodulators
1,641.3

 
1,456.6

 
184.7

 
200.6

 
(15.9
)
 
12.7
 %
 
13.8
 %
 
(1.1
)%
Skin Care and Other
387.9

 
344.6

 
43.3

 
43.9

 
(0.6
)
 
12.6
 %
 
12.7
 %
 
(0.1
)%
Total Specialty
Pharmaceuticals
4,405.4

 
3,909.3

 
496.1

 
527.8

 
(31.7
)
 
12.7
 %
 
13.5
 %
 
(0.8
)%
Medical Devices:
 

 
 

 
 

 
 

 
 

 
 
 
 

 
 

Breast Aesthetics
307.2

 
288.3

 
18.9

 
19.9

 
(1.0
)
 
6.6
 %
 
6.9
 %
 
(0.3
)%
Facial Aesthetics
487.6

 
340.3

 
147.3

 
152.3

 
(5.0
)
 
43.3
 %
 
44.8
 %
 
(1.5
)%
Core Medical Devices
794.8

 
628.6

 
166.2

 
172.2

 
(6.0
)
 
26.4
 %
 
27.4
 %
 
(1.0
)%
Other (a)
36.9

 
—

 
36.9

 
36.9

 
—

 
N/A

 
N/A

 
N/A

Total Medical Devices
831.7

 
628.6

 
203.1

 
209.1

 
(6.0
)
 
32.3
 %
 
33.3
 %
 
(1.0
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total product net sales
$
5,237.1

 
$
4,537.9

 
$
699.2

 
$
736.9

 
$
(37.7
)
 
15.4
 %
 
16.2
 %
 
(0.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic product net sales
62.7
%
 
61.5
%
 
 

 
 

 
 

 
 

 
 

 
 

International product net sales
37.3
%
 
38.5
%
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Product Net Sales (b):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Alphagan ®  P ,  Alphagan ®  and  Combigan ®
$
376.9

 
$
349.2

 
$
27.7

 
$
31.7

 
$
(4.0
)
 
8.0
 %
 
9.1
 %
 
(1.1
)%
Lumigan ®  Franchise 
485.3

 
452.7

 
32.6

 
30.0

 
2.6

 
7.2
 %
 
6.6
 %
 
0.6
 %
Total Glaucoma Products
868.6

 
808.7

 
59.9

 
61.3

 
(1.4
)
 
7.4
 %
 
7.6
 %
 
(0.2
)%
Restasis ®  
774.3

 
662.4

 
111.9

 
116.2

 
(4.3
)
 
16.9
 %
 
17.5
 %
 
(0.6
)%
Latisse ®  
71.2

 
76.6

 
(5.4
)
 
(4.9
)
 
(0.5
)
 
(7.1
)%
 
(6.4
)%
 
(0.7
)%
Total Specialty Pharmaceuticals and Core Medical Devices
5,200.2

 
4,537.9

 
662.3

 
700.0

 
(37.7
)
 
14.6
 %
 
15.4
 %
 
(0.8
)%
——————————  
(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.
Product Net Sales
Product net sales increased by $262.3 million in the third quarter of 2014 compared to the third quarter of 2013 due to an increase of $190.2 million in our specialty pharmaceuticals product net sales, an increase of $60.3 million in our core medical devices product net sales, and $11.8 million of sales made pursuant to transition services agreements with Apollo Endosurgery, Inc., or Apollo, related to the disposition of our obesity intervention business unit. The increase in specialty pharmaceuticals product net sales is due to increases in product net sales of our eye care pharmaceuticals, Botox ® , and skin care and other product lines. The increase in core medical devices product net sales reflects an increase in product net sales of our facial aesthetics and breast aesthetics product lines.
Several of our products, including Botox ® Cosmetic, Latisse ® , over-the-counter artificial tears, non-prescription aesthetics skin care products, facial aesthetics and breast implant products, as well as, in emerging markets, Botox ® for therapeutic use and eye care products, are purchased based on consumer choice and have limited reimbursement or are not reimbursable by government or other health care plans and are, therefore, partially or wholly paid for directly by the consumer. As such, the general economic environment and level of consumer spending have a significant effect on our sales of these products.

37
Table of Contents

In the United States, sales of our products that are reimbursable by government health care plans continue to be significantly impacted by the provisions of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, collectively, the PPACA, which extended Medicaid and Medicare benefits to new patient populations and increased Medicaid and Medicare rebates. Additionally, sales of our products in the United States that are reimbursed by managed care programs continue to be impacted by competitive pricing pressures. In Europe and some other international markets, sales of our products that are reimbursable by government health care plans continue to be impacted by mandatory price reductions, tenders and rebate increases.
Certain of our products face generic competition and our products also compete with generic versions of some branded pharmaceutical products sold by our competitors. In October 2013, a generic version of Zymaxid ® , our fluoroquinolone indicated for the treatment of bacterial conjunctivitis, was launched in the United States. In 2011, the U.S. patent for Tazorac ® cream, indicated for psoriasis and acne, expired. The U.S. patents for Tazorac ® gel expired in June 2014. The U.S. Food and Drug Administration, or FDA, has posted guidance regarding requirements for clinical bioequivalence for a generic of tazarotene cream, separately for both psoriasis and acne. We believe that this will require generic manufacturers to conduct a trial, at risk, for both indications.
In June 2013, the FDA published a draft guidance on establishing bioequivalence to cyclosporine ophthalmic emulsion. Based on the methods proposed in the draft guidance, a generic company could seek FDA approval of an abbreviated new drug application, or ANDA, to compete with Restasis ® . In August 2013, Allergan submitted a Comment to FDA regarding this draft guidance, and in January 2014, we submitted a Citizen Petition to FDA challenging, among other things, the scientific and legal validity of certain methods described in the draft guidance. In addition, we have obtained five additional U.S. patents covering the specific formulation and the method of using our Restasis ® product, all of which expire in August 2024. There remains uncertainty as to any resolution of the issues raised in Allergan’s Citizen Petition and Comment, including the scientific and legal validity of certain methods described in the draft guidance. There is also uncertainty as to the status of any ANDA filers with respect to Restasis ® . If Allergan’s Citizen Petition could have affected a pending ANDA, FDA’s decision on the Petition would have been expected by July 28, 2014 (150 days after the Petition was filed). To date, however, Allergan has not received any response from FDA to its Citizen Petition.
We do not currently believe that our aggregate product net sales will be materially impacted in 2014 by generic competition, but we could experience a rapid and significant decline in net sales of certain products if we are unable to successfully maintain or defend our patents and patent applications relating to such products.
Eye care pharmaceuticals product net sales increased in the third quarter of 2014 compared to the third quarter of 2013 due to increases in the United States, Canada, Europe and Asia Pacific, partially offset by a decrease in sales in Latin America due primarily to the timing of shipments in Venezuela and a decrease in sales in Brazil and Argentina. The overall increase in total sales in dollars of our eye care pharmaceutical products in the third quarter of 2014 compared to the third quarter of 2013 is primarily due to an increase in sales of Restasis ® , our therapeutic treatment for chronic dry eye disease, an increase in sales of Ozurdex ® , our biodegradable, sustained-release steroid implant for the treatment of certain retinal diseases, an increase in sales of Ganfort ™ , our Lumigan ® and timolol combination for the treatment of glaucoma, an increase in sales of our glaucoma products Lumigan ® 0.03%, Combigan ® , Alphagan ® P 0.1% and Alphagan ® P 0.15%, an increase in sales of eye care products, prednisolone acetate and fluorometholone, by our generics division, Pacific Pharma, Inc., an increase in our non-steroidal anti-inflammatory drug Acular LS ® , and an increase of $9.1 million in sales of our artificial tears products, primarily consisting of Refresh ® and Optive ™ lubricant eye drops, partially offset by a decrease in sales of our fluoroquinolone products Zymaxid ® and Zymar ® , a decrease in sales of our older-generation anti-inflammatory drug Acular ® and a small decline in our glaucoma drug Lumigan ® 0.01%.
We increased prices on certain eye care pharmaceutical products in the United States in the last six months of 2013 and the first nine months of 2014. Effective November 23, 2013, we increased the published U.S. list price for Acular LS ® by ten percent. Effective January 1, 2014, we increased the published U.S. list price for Restasis ® , Lastacaft ® , Combigan ® , Alphagan ® P 0.1%, Alphagan ® P 0.15%, Acular ® , Acuvail ® and Zymaxid ® by seven percent and Lumigan ® 0.01% by seven percent. Effective July 8, 2014, we increased the published U.S. list price for Alphagan ® P 0.1%, Combigan ® , Lumigan ® 0.01% and Restasis ® by an additional three percent. These price increases had a positive net effect on our U.S. sales in the third quarter of 2014 compared to the third quarter of 2013, but the actual net effect is difficult to determine due to the various managed care sales rebate and other incentive programs in which we participate. Wholesaler buying patterns and the change in dollar value of the prescription product mix also affected our reported net sales dollars, although we are unable to determine the impact of these effects.
Total sales of Botox ® increased in the third quarter of 2014 compared to the third quarter of 2013 due to growth in sales for both therapeutic and cosmetic uses. Sales of Botox ® for therapeutic use increased in the United States, Canada, Europe, and Asia Pacific, primarily due to strong growth in sales for the prophylactic treatment of chronic migraine and for the treatment of urinary incontinence, partially offset by a decline in sales in Latin America. Sales of Botox ® for cosmetic use increased in the United States and Europe, partially offset by a decline in sales in Canada and Latin America. The decline in net sales of Botox ® for both therapeutic

38
Table of Contents

and cosmetic use in Latin America was primarily due to decreases in sales in Venezuela related to the economic turmoil in that country and lack of foreign exchange. The increase in sales of Botox ® for cosmetic use in the United States and Europe was primarily attributable to higher unit volume. Additionally, sales of Botox ® for both therapeutic and cosmetic uses in the United States were positively impacted by an increase in the U.S. list price for Botox ® of three percent that was effective January 1, 2014. We believe our worldwide market share for neuromodulators, including Botox ® , was approximately 76% in the second quarter of 2014, the last quarter for which market data is available.
Skin care and other product net sales increased in the third quarter of 2014 compared to the third quarter of 2013 primarily due to an increase of $12.1 million in sales of Aczone ® , our topical dapsone treatment for acne vulgaris, an increase of $3.6 million in SkinMedica physician dispensed aesthetic skin care products, and an increase of $5.2 million in sales of our topical tazarotene products Tazorac ® and Avage ® , partially offset by a $2.0 million decrease in sales of Latisse ® , our treatment for inadequate or insufficient eyelashes. The increase in sales of Aczone ® is primarily attributable to an increase in product sales volume and an increase in the U.S. list price. The U.S. list prices for Aczone ® and our topical tazarotene products Tazorac ® and Avage ® were increased by five percent effective January 1, 2014, and an additional five percent effective May 3, 2014.
We have a policy to attempt to maintain average U.S. wholesaler inventory levels of our specialty pharmaceuticals products at an amount less than eight weeks of our net sales. At September 30, 2014, based on available external and internal information, we believe the amount of average U.S. wholesaler inventories of our specialty pharmaceutical products was at the low end of our stated policy levels.
Breast aesthetics product net sales, which consist primarily of sales of silicone gel and saline breast implants and tissue expanders, increased in the third quarter of 2014 compared to the third quarter of 2013 due to increases in the United States, Canada, Latin America and Asia-Pacific. The increase in sales of breast aesthetics products in Canada, Latin America and Asia Pacific was primarily due to higher implant unit volume. The increase in sales of breast aesthetics products in the United States was primarily due to new product sales related to the recent launch of our Seri ® Surgical Scaffold product, which is indicated for use as a transitory scaffold for soft tissue support and repair, and a beneficial change in implant product mix to higher priced round and shaped silicone gel products, partially offset by lower implant volume. Total sales of tissue expanders increased $0.7 million and total sales of silicone gel and saline breast implants, accessories and Seri ® Surgical Scaffold products increased $4.9 million in the third quarter of 2014 compared to the third quarter of 2013.
Facial aesthetics product net sales, which consist primarily of sales of hyaluronic acid-based dermal fillers used to correct facial wrinkles, increased in the third quarter of 2014 compared to the third quarter of 2013 due to strong growth in all of our principal geographic regions. The increase in sales of facial aesthetics products in the United States was due primarily to an overall increase in unit volume due to the recent launch of Juvéderm ® Voluma ™ . The increase in sales of facial aesthetics products in international markets was due primarily to an overall increase in unit volume of Juvéderm ® Voluma ™ , Juvéderm ® Volift ™ and Juvéderm ® Volbella ™ .
Foreign currency changes decreased product net sales by $6.1 million in the third quarter of 2014 compared to the third quarter of 2013, primarily due to the weakening of the euro, Canadian dollar, Argentine peso and Turkish lira compared to the U.S. dollar, partially offset by the strengthening of the U.K. pound compared to the U.S. dollar.
U.S. product net sales as a percentage of total product net sales increased by 1.4 percentage points to 63.9% in the third quarter of 2014 compared to U.S. sales of 62.5% in the third quarter of 2013, due primarily to higher sales growth in the U.S. market compared to our international markets for our Botox ® , eye care pharmaceuticals, and facial aesthetics product lines, partially offset by higher sales growth in international markets compared to the U.S. market for our breast aesthetics product line.
Product net sales increased by $699.2 million in the first nine months of 2014 compared to the first nine months of 2013 due to an increase of $496.1 million in our specialty pharmaceuticals product net sales, an increase of $166.2 million in our core medical devices product net sales, and $36.9 million of sales made pursuant to transition services agreements with Apollo related to the disposition of our obesity intervention business unit.
The increase in specialty pharmaceuticals product net sales in the first nine months of 2014 compared to the first nine months of 2013 was primarily due to the same factors discussed above with respect to the increase in specialty pharmaceuticals product net sales for the third quarter of 2014. In addition, net sales of Lumigan ® 0.01% increased and net sales of Lastacaft ® decreased in the first nine months of 2014 compared to the first nine months of 2013. The increase in eye care pharmaceuticals in the first nine months of 2014 compared to the first nine months of 2013 includes an increase of $26.1 million in sales of our artificial tears products. The increase in skin care and other product net sales in the first nine months of 2014 compared to the first nine months of 2013 is primarily due to an increase of $41.0 million in sales of Aczone ® , an increase of $8.2 million in SkinMedica physician dispensed aesthetic skin care products and a net increase of $5.9 million in sales of Tazorac ® , Zorac ® and Avage ® , partially offset by a $5.4 million decrease in sales of Latisse ® .

39
Table of Contents

The increase in medical devices product net sales in the first nine months of 2014 compared to the first nine months of 2013 was primarily due to the same factors discussed above with respect to the increase in medical devices product net sales for the third quarter of 2014. In addition, medical device product net sales in the first nine months of 2014 compared to the first nine months of 2013 were positively impacted by an increase in sales of breast aesthetics products in Europe, Africa and Middle East. Total sales of tissue expanders increased $2.9 million and total sales of silicone gel and saline breast implants, accessories and Seri ® Surgical Scaffold products increased $16.0 million in the first nine months of 2014 compared to the first nine months of 2013.
Foreign currency changes decreased product net sales by $37.7 million in the first nine months of 2014 compared to the first nine months of 2013, primarily due to the weakening of the Brazilian real, Canadian dollar, Australian dollar, Argentine peso and Turkish lira compared to the U.S. dollar, partially offset by the strengthening of the euro and the U.K. pound compared to the U.S. dollar.
U.S. product net sales as a percentage of total product net sales increased by 1.2 percentage points to 62.7% in the first nine months of 2014 compared to U.S. sales of 61.5% in the first nine months of 2013, due primarily to higher sales growth in the U.S. market compared to our international markets for our Botox ® , eye care pharmaceuticals, skin care and other, and facial aesthetics product lines, partially offset by higher sales growth in international markets compared to the U.S. market for our breast aesthetics product line.
Other Revenues
Other revenues decreased $3.9 million to $26.4 million in the third quarter of 2014 compared to $30.3 million in the third quarter of 2013. The decrease in other revenues is primarily due to a decrease in royalty income, primarily due to a decrease in the dollar value of sales of Lumigan ® in Japan under a license agreement with Senju Pharmaceutical Co., Ltd., or Senju, and a decrease in royalty income from sales of brimonidine products in the United States under a license agreement with Alcon, Inc. The decrease in royalty income from sales of Lumigan ® in Japan is primarily due to the negative translation effect of average foreign currency rates in effect for the Japanese yen during the third quarter of 2014 compared to the third quarter of 2013.
Other revenues increased $12.2 million to $90.3 million in first nine months of 2014 compared to $78.1 million in the first nine months of 2013. The increase in other revenues is primarily due to the achievement of a sales milestone related to sales of Lumigan ® in Japan and an increase in royalty income from sales of Aiphagan ® in Japan under a license agreement with Senju and sales of brimonidine products in the United States, partially offset by a decrease in royalty income from sales of Lumigan ® in Japan. The decrease in royalty income from sales of Lumigan ® in Japan is primarily due to the negative translation effect of average foreign currency rates in effect for the Japanese yen during the first nine months of 2014 compared to the first nine months of 2013.
Cost of Sales
Cost of sales increased $14.4 million, or 7.5%, in the third quarter of 2014 to $206.6 million, or 11.5% of product net sales, compared to $192.2 million, or 12.6% of product net sales in the third quarter of 2013. This increase in cost of sales primarily resulted from the 17.2% increase in total product net sales, partially offset by a decrease in cost of sales as a percentage of product net sales primarily due to beneficial changes in standard costs, product and geographic mix, and lower royalty expenses.
Cost of sales increased $42.1 million, or 7.1%, in the first nine months of 2014 to $633.3 million, or 12.1% of product net sales, compared to $591.2 million, or 13.0% of product net sales in the first nine months of 2013. Cost of sales in the first nine months of 2013 includes $8.9 million for the purchase accounting fair market value inventory adjustment rollout related to our acquisition of SkinMedica. Excluding the effect of this charge, cost of sales increased $51.0 million, or 8.8% in the first nine months of 2014 compared to the first nine months of 2013. This increase in cost of sales primarily resulted from the 15.4% increase in total product net sales, partially offset by a decrease in cost of sales as a percentage of product net sales primarily due to beneficial changes in product and geographic mix and lower royalty expenses.
Selling, General and Administrative
Selling, general and administrative, or SG&A, expenses increased $125.4 million, or 21.3%, to $714.7 million, or 39.9% of product net sales, in the third quarter of 2014 compared to $589.3 million, or 38.6% of product net sales, in the third quarter of 2013. SG&A expenses in the third quarter of 2014 include $30.3 million of expenses associated with the Allergan Board of Directors' consideration of unsolicited proposals from Valeant Pharmaceuticals International, Inc., or Valeant, to acquire all of the outstanding shares of Allergan, consisting primarily of investment banking fees, legal fees, specialty accounting services and public relations, a $37.3 million charge for estimated bad debts in Venezuela due to changes in that country's foreign currency exchange system and administration by their National Center for Foreign Commerce, or CENCOEX, a Venezuela government body, which is severely limiting U.S. dollar payments for older receivables due from local customers, a $32.2 million estimated

40
Table of Contents

expense catch-up adjustment in accordance with final regulations issued by the U.S. Internal Revenue Service, or IRS, governing administration of the annual fee on branded prescription drug manufacturers and importers, $14.5 million of expenses related to the global restructuring announced in July 2014, $1.2 million of transaction and integration costs related to business combinations and license agreements, expenses of $0.5 million related to the January 2014 realignment of various business functions and $18.9 million of income related to the change in fair value of contingent consideration liabilities associated with certain business combinations. SG&A expenses in the third quarter of 2013 include $3.4 million of transaction and integration costs related to business combinations and license agreements, a $1.5 million charge related to the change in fair value of contingent consideration liabilities associated with certain business combinations, expenses of $1.4 million related to the realignment of various business functions and expenses of $0.1 million for external costs of stockholder derivative litigation associated with the 2010 global settlement with the U.S. Department of Justice, or DOJ, regarding our past U.S. sales and marketing practices relating to certain therapeutic uses of Botox ® . Excluding the effect of the items described above, SG&A expenses increased $34.7 million, or 6.0%, to $617.6 million, or 34.5% of product net sales, in the third quarter of 2014 compared to $582.9 million, or 38.1% of product net sales in the third quarter of 2013. The increase in SG&A expenses in dollars, excluding the charges described above, primarily relates to increases in promotion, selling, and general and administrative expenses. The increase in promotion expenses is primarily due to an increase in direct-to-consumer advertising in the United States for Botox ® for the treatment of urinary incontinence, Juvéderm ® Voluma ™ , which was recently launched in the United States, and Botox ® Cosmetic, partially offset by a decline in direct-to-consumer advertising for Aczone ® . The increase in selling expenses in the third quarter of 2014 compared to the third quarter of 2013 principally relates to increased personnel and related incentive compensation costs that support the 17.2% increase in product net sales, including sales force expansions in Europe, Africa and Middle East and Asia. General and administrative expenses increased in the third quarter of 2014 compared to the third quarter of 2013 primarily due to an increase in the estimated expense for our share of the annual non-deductible fee on entities that sell branded prescription drugs to specified U.S. government programs, additional costs associated with the transition services agreements with Apollo and higher personnel and related incentive compensation costs, partially offset by a decrease in legal expenses.
SG&A expenses increased $288.2 million, or 16.0%, to $2,092.2 million, or 39.9% of product net sales, in the first nine months of 2014 compared to $1,804.0 million, or 39.8% of product net sales, in the first nine months of 2013. SG&A expenses in the first nine months of 2014 include $60.5 million of expenses associated with the Allergan Board of Directors' consideration of unsolicited proposals from Valeant to acquire all of the outstanding shares of Allergan, a $37.3 million charge for estimated bad debts in Venezuela due to changes in that country's foreign currency exchange system and administration by CENCOEX, which is severely limiting U.S. dollar payments for older receivables due from local customers, a $32.2 million estimated expense catch-up adjustment in accordance with final regulations issued by the IRS governing administration of the annual fee on branded prescription drug manufacturers and importers, $14.5 million of expenses related to the global restructuring announced in July 2014, $2.2 million of transaction and integration costs related to business combinations and license agreements, expenses of $5.8 million related to the January 2014 realignment of various business functions and $15.5 million of income related to the change in fair value of contingent consideration liabilities associated with certain business combinations. SG&A expenses in the first nine months of 2013 include $18.5 million of transaction and integration costs related to business combinations and license agreements, a $4.8 million charge related to the change in fair value of contingent consideration liabilities associated with certain business combinations, expenses of $1.6 million related to the realignment of various business functions and expenses of $3.6 million for external costs of stockholder derivative litigation associated with the 2010 global settlement with the DOJ discussed above and other legal contingency expenses. Excluding the effect of the items described above, SG&A expenses increased $179.7 million, or 10.1%, to $1,955.2 million, or 37.3% of product net sales, in the first nine months of 2014 compared to $1,775.5 million, or 39.1% of product net sales in the first nine months of 2013. The increase in SG&A expenses in dollars, excluding the charges described above, primarily relates to increases in promotion, selling, marketing and general and administrative expenses. The increase in promotion expenses in the first nine months of 2014 is primarily due to the same factors discussed with regard to the increase in promotion expenses in the third quarter of 2014. Additionally, expenses for direct-to-consumer advertising in the United States for Botox ® for the treatment of chronic migraine and Aczone ® increased in the first nine months of 2014 compared to the first nine months of 2013. The increase in selling expenses in the first nine months of 2014 compared to the first nine months of 2013 principally relates to increased personnel and related incentive compensation costs that support the 15.4% increase in product net sales, including sales force expansions in Europe, Africa and Middle East and Asia. The increase in marketing expenses in the first nine months of 2014 is primarily due to product launch support costs in the United States related to Juvéderm ® Voluma ™ and Seri ® Surgical Scaffold products. General and administrative expenses increased in the first nine months of 2014 compared to the first nine months of 2013 primarily due to higher personnel and related incentive compensation costs, an increase in the estimated expense for our share of the annual non-deductible fee on entities that sell branded prescription drugs to specified U.S. government programs and an increase in information services costs, partially offset by a decrease in legal expenses.
Under the provisions of the PPACA, companies that sell branded prescription drugs or biologics to specified government programs in the United States are subject to an annual non-deductible fee based on the company's relative market share of branded prescription drugs or biologics sold to the specified government programs. The non-deductible fee is recorded in SG&A expenses, and the related full year 2014 expense is expected to be approximately $30 million to $35 million, exclusive of the $32.2 million

41
Table of Contents

estimated catch-up adjustment recorded in the third quarter of 2014 related to the issuance of final IRS regulations described above. Also under the provisions of the PPACA, the Company is required to pay a tax deductible excise tax of 2.3% on the sale of certain medical devices in the United States. The excise tax is recorded in SG&A expenses, and the related full year 2014 expense is expected to be approximately $11 million to $13 million.
Research and Development
We believe that our future medium- and long-term revenue and cash flows are most likely to be affected by the successful development and approval of our significant late-stage research and development candidates. As of September 30, 2014, we have the following significant R&D projects in late-stage development:
•
Semprana TM - formerly referred to as Levadex ® (U.S. - Filed/Allergan addressing FDA Complete Response Letter) for migraine
•
Restasis ® (Europe - Phase III) for ocular surface disease
•
Ser-120 (U.S. - Phase III) for nocturia (in collaboration with Serenity)
•
Abicipar pegol - Anti-VEGF DARPin ® (U.S. - advancing to Phase III) for neovascular age-related macular degeneration
•
Bimatoprost sustained-release implant (U.S. - Phase III) for glaucoma
•
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
•
Latisse ® (U.S. - Phase III) for brow
On September 2, 2014, we announced that the European Commission has extended the Marketing Authorization for Ozurdex ® to treat adult patients with vision loss due to diabetic macular edema, or DME, who are pseudophakic (have an artificial lens implant), or who are considered insufficiently responsive to, or unsuitable for non-corticosteroid therapy. DME is a common complication with diabetes and is the leading cause of sight loss in patients with diabetes.
On September 29, 2014, we announced that the FDA removed the limitations on the indication for Ozurdex ® for the treatment of DME. Ozurdex ® was originally approved in June as a treatment for DME in patients who are pseudophakic (have an artificial lens implant following cataract surgery) or who are phakic (have their natural lens) and are scheduled for cataract surgery.
In addition to the significant R&D projects in late stage development described above, we have certain important Phase II projects including bimatoprost for scalp hair growth , Botox ® for depression and Botox ® for osteoarthritis pain.
For management purposes, we accumulate direct costs for R&D projects, but do not allocate all indirect project costs, such as R&D administration, infrastructure and regulatory affairs costs, to specific R&D projects. Additionally, R&D expense includes upfront payments to license or purchase in-process R&D assets that have not achieved regulatory approval. Our overall R&D expenses are not materially concentrated in any specific project or stage of development. The following table sets forth direct costs for our late-stage projects (which include candidates in Phase III clinical trials) and other R&D projects, upfront and milestone payments related to licenses or purchases of in-process R&D assets and all other R&D expenses for the three and nine month periods ended September 30, 2014 and 2013:
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
 
(in millions)
Direct costs for:
 
 
 
 
 
 
 
Late-stage projects
$
108.8

 
$
59.3

 
$
302.1

 
$
173.5

Other R&D projects
128.0

 
164.8

 
430.5

 
509.8

Upfront and milestone payments related to licenses or purchases of in-process R&D assets
15.0

 
6.5

 
90.0

 
6.5

Other R&D expenses
36.7

 
27.0

 
103.6

 
83.1

Total
$
288.5

 
$
257.6

 
$
926.2

 
$
772.9

R&D expenses increased $30.9 million, or 12.0%, to $288.5 million in the third quarter of 2014, or 16.1% of product net sales, compared to $257.6 million, or 16.9% of product net sales in the third quarter of 2013. R&D expenses in the third quarter of 2014 include a $15.0 million development milestone payment associated with certain neurotoxin product candidates in-licensed from Medytox, Inc., $6.1 million of R&D expenses related to the global restructuring announced in July 2014 and $0.2 million

42
Table of Contents

of R&D expenses related to the January 2014 realignment of various business functions. R&D expenses in the third quarter of 2013 include $6.5 million for an upfront payment associated with the in-licensing of a technology for the treatment of ocular disease that has not yet achieved regulatory approval. Excluding the effect of these charges, R&D expenses increased $16.1 million, or 6.4%, to $267.2 million in the third quarter of 2014, or 14.9% of product net sales.The increase in R&D expenses in dollars was primarily due to increased spending on next generation eye care pharmaceuticals products for the treatment of glaucoma and retinal diseases, including the DARPin ® development programs, an increase in spending on the next generation of our Aczone ® product for the treatment of acne, increased spending on Botox ® for the treatment of movement disorders, including juvenile cerebral palsy, increased spending on Botox ® for the treatment of depression, and an increase in spending on development of dermal filler products using our proprietary Vycross ™ technology, partially offset by a decrease in spending on our recently launched Seri ® Surgical Scaffold product, a decrease in expenses for potential new treatment applications for Latisse ® , a decrease in expenses for Ozurdex ® , and a decrease in expenses for new technology discovery programs.
R&D expenses increased $153.3 million, or 19.8%, to $926.2 million in the first nine months of 2014, or 17.7% of product net sales, compared to $772.9 million, or 17.0% of product net sales in the first nine months of 2013. R&D expenses in the first nine months of 2014 include a $65.0 million charge for an upfront payment and an additional development milestone payment of $15.0 million associated with the in-licensing of certain neurotoxin product candidates currently in development from Medytox, Inc., that have not yet achieved regulatory approval, a $10.0 million charge for the purchase of certain dermal filler technology under development that has not yet achieved regulatory approval, $6.1 million of R&D expenses related to the global restructuring announced in July 2014 and $2.6 million of R&D expenses related to the January 2014 realignment of various business functions. R&D expenses in the first nine months of 2013 include $6.5 million for an upfront payment associated with the in-licensing of a technology for the treatment of ocular disease that has not yet achieved regulatory approval. Excluding the effect of the charges described above, R&D expenses increased $61.1 million, or 8.0%, to $827.5 million in the first nine months of 2014, or 15.8% of product net sales. The increase in R&D expenses in dollars, excluding these charges, was primarily due to the same factors described above related to the increase in R&D expenses in the third quarter of 2014. Additionally, expenses associated with our collaboration with Serenity Pharmaceuticals, LLC, or Serenity, related to Ser-120 for the treatment of nocturia, increased in the first nine months of 2014 compared to the first nine months of 2013.
Amortization of Intangible Assets
Amortization of intangible assets increased $0.2 million to $29.0 million in the third quarter of 2014, or 1.6% of product net sales, compared to $28.8 million, or 1.9% of product net sales, in the third quarter of 2013.
Amortization of intangible assets decreased $3.7 million to $84.8 million in the first nine months of 2014, or 1.6% of product net sales, compared to $88.5 million, or 2.0% of product net sales, in the first nine months of 2013. The decrease in amortization expense is primarily due to a decline in amortization expense associated with certain licensing assets that became fully amortized at the end of the first quarter of 2013 and the impairment of an intangible asset for distribution rights acquired in connection with our 2011 acquisition of Precision Light, Inc. in the fourth quarter of 2013, partially offset by an increase in the balance of intangible assets subject to amortization, including intangible assets that we acquired in connection with our March 2013 acquisition of MAP and August 2014 acquisition of LiRIS.
Restructuring Charges and Integration Costs
July 2014 Restructuring Plan
In July 2014, we completed a global review of our structures and processes, portfolio of research and development projects and marketed products, and our geographies in an effort to prioritize the highest value investments. As a result of this review, we initiated a restructuring of our global operations to improve efficiency and productivity.
We currently estimate that we will incur total non-recurring pre-tax charges of between $350.0 million and $400.0 million in connection with the restructuring and other costs, of which $60.0 million to $70.0 million will be a non-cash charge associated with the acceleration of previously unrecognized share-based compensation costs and certain other non-cash accounting adjustments. As part of the restructuring, we will reduce our workforce by approximately 1,500 employees, or approximately 13 percent of our current global headcount, and eliminate an additional approximately 250 vacant positions.
We began to record costs associated with the July 2014 restructuring plan in the third quarter of 2014 and expect to continue to recognize costs through the second quarter of 2015. The restructuring charges primarily consist of employee severance and other one-time termination benefits, facility lease and other contract termination costs and other costs, primarily consisting of relocation costs and consulting fees, associated with the restructuring plan. In the third quarter of 2014, we recorded restructuring charges of $184.6 million and recognized $9.7 million related to accelerated share-based compensation, consisting of $0.1 million of cost of sales, $7.2 million in SG&A expenses and $2.4 million in R&D expenses, and $10.9 million of asset write-offs and accelerated depreciation costs, consisting of $0.1 million of cost of sales, $7.2 million in SG&A expenses and $3.6 million in

43
Table of Contents

R&D expenses. In addition, in the third quarter of 2014 we also recognized duplicated operating expenses and other costs of $0.1 million of cost of sales, $0.1 million in SG&A expenses and $0.1 million in R&D expenses.
The following table presents the restructuring charges related to the July 2014 restructuring plan during the nine month period ended September 30, 2014 :
 
 
Employee Severance
 
Contract Termination Costs
 
Other
 
Total
 
 
(in millions)
Restructuring charges during the nine month period ended September 30, 2014
 
$
150.3

 
$
17.1

 
$
17.2

 
$
184.6

Spending
 
(10.5
)
 
(0.1
)
 
(4.9
)
 
(15.5
)
Balance at September 30, 2014 (included in "Accounts payable," "Other accrued expenses" and "Other liabilities")
 
$
139.8

 
$
17.0

 
$
12.3

 
$
169.1

January 2014 Restructuring Plan
In January 2014, we initiated a restructuring plan that includes certain sales force realignments and position eliminations, certain facility relocations and closures in the United States and Europe and the realignment of certain other business support functions, which affected approximately 250 employees. We currently estimate that the total costs related to this restructuring plan will be between $40 million and $45 million , which include severance and other one-time termination benefits, lease exit and contract termination costs, accelerated depreciation and share-based compensation expenses, and relocation and duplicate operating expenses.
We began to record costs associated with the January 2014 restructuring plan in the first quarter of 2014 and expect that the majority of the expenses will be incurred in 2014 with the exception of certain expenses related to the relocation of a minor manufacturing facility to be incurred in 2015. The restructuring charges primarily consist of employee severance, one-time termination benefits and contract termination costs associated with the restructuring plan. In the first quarter of 2014, we recorded restructuring charges of $24.0 million and recognized additional costs of $6.5 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.8 million of cost of sales, $4.3 million in SG&A expenses and $1.4 million in R&D expenses. In the second quarter of 2014, we recorded a $2.3 million restructuring charge reversal and recognized additional costs of $2.3 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.9 million of cost of sales, $0.9 million in SG&A expenses and $0.5 million in R&D expenses. In the third quarter of 2014, we recorded restructuring charges of $0.9 million and recognized additional costs of $1.5 million related to accelerated depreciation and share-based compensation expenses and duplicate operating expenses, consisting of $0.8 million of cost of sales, $0.5 million in SG&A expenses and $0.2 million in R&D expenses.
The following table presents the restructuring charges related to the 2014 restructuring plan during the nine month period ended September 30, 2014 :
 
 
Employee Severance
 
Other
 
Total
 
 
(in millions)
Restructuring charges during the nine month period ended September 30, 2014
 
$
20.3

 
$
2.3

 
$
22.6

Spending
 
(13.9
)
 
(1.5
)
 
(15.4
)
Balance at September 30, 2014 (included in "Other accrued expenses")
 
$
6.4

 
$
0.8

 
$
7.2

Other Restructuring Activities and Integration Costs
In connection with our March 2013 acquisition of MAP, our April 2013 acquisition of Exemplar and our December 2012 acquisition of SkinMedica, Inc., we initiated restructuring activities in 2013 to integrate the operations of the acquired businesses with our operations and to capture synergies through the centralization of certain research and development, manufacturing, general and administrative and commercial functions. For the year ended December 31, 2013, we recorded $4.5 million of restructuring charges, including $4.3 million in the first quarter of 2013 , a $0.9 million restructuring charge reversal in the second quarter of 2013 and an additional $0.6 million of restructuring charges in the third quarter of 2013, primarily consisting of employee severance and other one-time termination benefits for approximately 111 people. In the first quarter of 2014 , we recorded an additional $0.4 million of restructuring charges.
Included in the nine month period ended September 30, 2014 are $0.7 million of restructuring charges for lease terminations and employee severance and other one-time termination benefits, $0.1 million of SG&A expenses and $0.5 million of R&D

44
Table of Contents

expenses related to the realignment of various business functions initiated in prior years. Included in the three month period ended September 30, 2013 are $1.4 million of SG&A expenses and $0.2 million of R&D expenses, and in the nine month period ended September 30, 2013 are $0.9 million of restructuring charges for employee severance and other one-time termination benefits, $1.6 million of SG&A expenses and $0.9 million of R&D expenses related to the realignment of various business functions initiated in prior years.
Included in the three month period ended September 30, 2014 are $1.2 million of SG&A expenses and in the nine month period ended September 30, 2014 are $2.2 million of SG&A expenses and $0.4 million of R&D expenses related to transaction and integration costs associated with the purchase of various businesses and collaboration agreements. Included in the three month period ended September 30, 2013 are $3.4 million of SG&A expenses and in the nine month period ended September 30, 2013 are $0.1 million of cost of sales and $18.5 million of SG&A expenses related to transaction and integration costs associated with the purchase of various businesses and collaboration agreements. The SG&A expenses for the nine month period ended September 30, 2013 primarily consist of investment banking and legal fees.
Operating Income
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.
For the third quarter of 2014, general and administrative expenses, other indirect costs and other adjustments not allocated to our business segments for purposes of performance assessment consisted of general and administrative expenses of $114.4 million, expenses of $20.9 million related to the global restructuring announced in July 2014, costs of $30.3 million associated with the Allergan Board of Directors’ consideration of unsolicited proposals from Valeant to acquire all of the outstanding shares of Allergan, estimated bad debt expense of $37.3 million due to changes in Venezuela’s foreign exchange system and administration by CENCOEX, an estimated expense catch-up adjustment of $32.2 million in accordance with final regulations issued by the IRS governing administration of the annual fee on branded prescription drug manufacturers and importers, a development milestone payment of $15.0 million for technology that has not achieved regulatory approval, income of $18.9 million for changes in the fair value of contingent consideration liabilities, integration and transaction costs of $1.2 million associated with the purchase of various businesses, expenses of $1.5 million related to the realignment of various business functions and other net indirect costs of $6.9 million.
For the third quarter of 2013, general and administrative expenses, other indirect costs and other adjustments not allocated to our business segments for purposes of performance assessment consisted of general and administrative expenses of $114.3 million, stockholder derivative litigation costs of $0.1 million in connection with the 2010 global settlement with the DOJ regarding our past U.S. sales and marketing practices relating to Botox ® , charges of $1.5 million for changes in the fair value of contingent consideration liabilities, integration and transaction costs of $3.0 million associated with the purchase of various businesses, expenses of $1.6 million related to the realignment of various business functions, an upfront licensing fee of $6.5 million for technology that has not achieved regulatory approval and related transaction costs of $0.1 million, transaction costs of $0.3 million associated with a licensing agreement with Medytox, Inc. and other net indirect costs of $6.0 million.
For the first nine months of 2014, general and administrative expenses, other indirect costs and other adjustments not allocated to our business segments for purposes of performance assessment consisted of sales milestone revenue of $9.7 million associated with a license agreement with Senju, general and administrative expenses of $353.4 million, expenses of $20.9 million related to the global restructuring announced in July 2014, costs of $60.5 million associated with the Allergan Board of Directors’ consideration of unsolicited proposals from Valeant to acquire all of the outstanding shares of Allergan, estimated bad debt expense of $37.3 million due to changes in Venezuela’s foreign exchange system and administration by CENCOEX, an estimated expense catch-up adjustment of $32.2 million in accordance with final regulations issued by the IRS governing administration of the annual fee on branded prescription drug manufacturers and importers, an upfront licensing fee of $65.0 million and a subsequent development milestone payment of $15.0 million for technology that has not achieved regulatory approval and related transaction costs of $0.4 million, a $10.0 million expense for acquired in-process research and development technology and related transaction costs of $0.6 million, income of $15.5 million for changes in the fair value of contingent consideration liabilities, integration and transaction costs of $1.6 million associated with the purchase of various businesses, expenses of $10.9 million related to the realignment of various business functions and other net indirect costs of $24.5 million.

45
Table of Contents

For the first nine months of 2013, general and administrative expenses, other indirect costs and other adjustments not allocated to our business segments for purposes of performance assessment consisted of general and administrative expenses of $335.4 million, aggregate charges of $3.6 million for stockholder derivative litigation costs in connection with the 2010 global settlement with the DOJ regarding our past U.S. sales and marketing practices relating to Botox ® and other legal contingency expenses, charges of $4.8 million for changes in the fair value of contingent consideration liabilities, a purchase accounting fair market value inventory adjustment of $8.9 million associated with the acquisition of SkinMedica, Inc., integration and transaction costs of $18.2 million associated with the purchase of various businesses, expenses of $2.5 million related to the realignment of various business functions, an upfront licensing fee of $6.5 million for technology that has not achieved regulatory approval and related transaction costs of $0.1 million, transaction costs of $0.3 million associated with a licensing agreement with Medytox, Inc. and other net indirect costs of $20.9 million.
The following table presents operating income for each reportable segment for the three and nine month periods ended September 30, 2014 and 2013 and a reconciliation of our segments’ operating income to consolidated operating income:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2014
 
September 30,
2013
 
September 30,
2014
 
September 30,
2013
 
(in millions)
Operating income:
 
 
 
 
 

 
 

Specialty pharmaceuticals
$
750.1

 
$
593.4

 
$
2,006.1

 
$
1,652.8

Medical devices
96.4

 
58.5

 
272.3

 
188.2

Total segments
846.5

 
651.9

 
2,278.4

 
1,841.0

General and administrative expenses, other indirect costs and other adjustments
240.8

 
133.4

 
607.1

 
401.2

Amortization of intangible assets (a)
27.4

 
27.7

 
80.4

 
80.4

Restructuring charges
185.5

 
0.6

 
208.3

 
4.9

Total operating income
$
392.8

 
$
490.2

 
$
1,382.6

 
$
1,354.5

  ——————————  
(a)
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
Our consolidated operating income in the third quarter of 2014 was $392.8 million, or 21.9% of product net sales, compared to consolidated operating income of $490.2 million, or 32.1% of product net sales in the third quarter of 2013. The $97.4 million decrease in consolidated operating income was due to a $3.9 million decrease in other revenues, a $14.4 million increase in cost of sales, a $125.4 million increase in SG&A expenses, a $30.9 million increase in R&D expenses, a $0.2 million increase in amortization of intangible assets and a $184.9 million increase in restructuring charges, partially offset by a $262.3 million increase in product net sales.
Our specialty pharmaceuticals segment operating income in the third quarter of 2014 was $750.1 million, compared to operating income of $593.4 million in the third quarter of 2013. The $156.7 million increase in our specialty pharmaceuticals segment operating income was due primarily to an increase in product net sales across all product lines, partially offset by an increase in R&D expenses. 
Our medical devices segment operating income in the third quarter of 2014 was $96.4 million, compared to operating income of $58.5 million in the third quarter of 2013. The $37.9 million increase in our medical devices segment operating income was due primarily to an increase in product net sales of our facial aesthetics and breast aesthetics product lines and a decrease in R&D expenses, partially offset by an increase in selling, promotion and marketing expenses.
Our consolidated operating income in the first nine months of 2014 was $1,382.6 million, or 26.4% of product net sales, compared to consolidated operating income of $1,354.5 million, or 29.8% of product net sales in the first nine months of 2013. The $28.1 million increase in consolidated operating income was due to a $699.2 million increase in product net sales, a $12.2 million increase in other revenues and a $3.7 million decrease in amortization of intangible assets, partially offset by a $42.1 million increase in cost of sales, a $288.2 million increase in SG&A expenses, a $153.3 million increase in R&D expenses and a $203.4 million increase in restructuring charges.
Our specialty pharmaceuticals segment operating income in the first nine months of 2014 was $2,006.1 million, compared to operating income of $1,652.8 million in the first nine months of 2013. The $353.3 million increase in our specialty

46
Table of Contents

pharmaceuticals segment operating income was due primarily to an increase in product net sales across all product lines, partially offset by an increase in selling and promotion expenses and an increase in R&D expenses. 
Our medical devices segment operating income in the first nine months of 2014 was $272.3 million, compared to operating income of $188.2 million in the first nine months of 2013. The $84.1 million increase in our medical devices segment operating income was due primarily to the same factors discussed above with respect to the increase in our medical devices operating income in the third quarter of 2014 compared to the third quarter of 2013.
Non-Operating Income and Expense
Total net non-operating income in the third quarter of 2014 was $26.6 million compared to total net non-operating expense of $33.4 million in the third quarter of 2013. Interest income increased $0.5 million to $2.0 million in the third quarter of 2014 compared to $1.5 million in the third quarter of 2013. Interest expense decreased $1.0 million to $18.4 million in the third quarter of 2014 compared to $19.4 million in the third quarter of 2013. Other, net income was $43.0 million in the third quarter of 2014, consisting primarily of net gains on foreign currency derivative instruments and other foreign currency transactions. Other, net expense was $15.5 million in the third quarter of 2013, consisting primarily of net losses on foreign currency derivative instruments and other foreign currency transactions.
Total net non-operating expense in the first nine months of 2014 was $27.2 million compared to total net non-operating expense of $64.7 million in the first nine months of 2013. Interest income increased $1.1 million to $6.2 million in the first nine months of 2014 compared to $5.1 million in the first nine months of 2013. Interest expense decreased $3.0 million to $53.8 million in the first nine months of 2014 compared to $56.8 million in the first nine months of 2013. Interest expense decreased primarily due to a decrease in accrued statutory interest resulting from a change in estimate related to uncertain tax positions, partially offset by an increase in interest expense primarily due to the issuance in March 2013 of our 1.35% Senior Notes due 2018, or 2018 Notes, and our 2.80% Senior Notes due 2023, or 2023 Notes. Other, net income was $20.4 million in the first nine months of 2014, consisting primarily of net gains on foreign currency derivative instruments and other foreign currency transactions. Other, net expense was $13.0 million in the first nine months of 2013, consisting primarily of $10.1 million in net losses on foreign currency derivative instruments and other foreign currency transactions and a loss of $3.7 million related to the impairment of a non-marketable third party equity investment, partially offset by a gain of $0.7 million on the sale of a third party equity investment.
Income Taxes
Our effective tax rate for the third quarter of 2014 was 25.3%. Our effective tax rate for the first nine months of 2014 was 27.0%. Included in our earnings before income taxes for the first nine months of 2014 are a $65.0 million upfront payment for the in-licensing of in-process research and development technologies from Medytox, a $15.0 million development milestone payment associated with the technologies in-licensed from Medytox, a $10.0 million expense for the purchase of an in-process research and development asset, a $37.3 million charge for estimated bad debts in Venezuela, restructuring charges of $208.3 million, $20.9 million of other expenses associated with the July 2014 restructuring plan, $10.3 million of other expenses for the January 2014 realignment of certain business and $15.5 million of income related to changes in the fair value of contingent consideration associated with certain business combination agreements. In the first nine months of 2014 we recorded no income tax benefits related to the upfront payment for the in-licensing of technology from Medytox, the development milestone payment associated with the technologies in-licensed from Medytox, or for the changes in the fair value of contingent consideration liabilities, $3.4 million of income tax benefits related to the expense for the purchase of an in-process research and development asset, $5.0 million of income tax benefits related to the estimated bad debts in Venezuela, $57.2 million of estimated income tax benefits related to the restructuring charges, $6.4 million of income tax benefits related to other costs associated with the July 2014 restructuring plan and $3.6 million of income tax benefits related to other expenses associated with the January 2014 realignment of certain business functions. In the first nine months of 2014, we also recorded income tax benefits of $13.6 million for changes in estimated taxes related to tax positions included in prior year filings, which resulted primarily from the re-measurement of certain transfer pricing positions. The estimated income tax benefits related to the restructuring charges may be subject to change based on a final analysis of cost allocations by statutory jurisdiction to be determined as part of our year-end income tax calculations.
Excluding the impact of the pre-tax charges of $351.3 million and the income tax benefits of $89.2 million for the items discussed above, our adjusted effective tax rate for the first nine months of 2014 was 26.6%. We believe that the use of an adjusted effective tax rate provides a more meaningful measure of the impact of income taxes on our results of operations because it excludes the effect of certain items that are not included as part of our core business activities. This allows investors to better determine the effective tax rate associated with our core business activities.

47
Table of Contents

The calculation of our adjusted effective tax rate for the first nine months of 2014 is summarized below:
 
(in millions)
Earnings from continuing operations before income taxes, as reported
$
1,355.4

Upfront payment for the in-licensing of in-process research and development technologies from Medytox
65.0

Development milestone payment associated with technologies from Medytox
15.0

Expense for the purchase of an in-process research and development asset
10.0

Expense for estimated bad debts in Venezuela
37.3

Restructuring charges
208.3

Other expenses associated with the July 2014 restructuring plan
20.9

Other expenses associated with the January 2014 realignment of certain business functions
10.3

Changes in the fair value of contingent consideration liabilities related to business combinations
(15.5
)
 
$
1,706.7

 
 
Provision for income taxes, as reported
$
365.4

Income tax benefit for:
 

Upfront payment for the in-licensing of in-process research and development technologies from Medytox
—

Development milestone payment associated with technologies from Medytox
—

Expense for the purchase of an in-process research and development asset
3.4

Expense for estimated bad debts in Venezuela
5.0

Restructuring charges
57.2

Other expenses associated with the July 2014 restructuring plan
6.4

Other expenses associated with the January 2014 realignment of certain business functions
3.6

Changes in the fair value of contingent consideration liabilities related to business combinations
—

Changes in estimated taxes related to tax positions included in prior year filings
13.6

 
$
454.6

Adjusted effective tax rate
26.6
%
Our effective tax rates for the third quarter and first nine months of 2013 were 27.1% and 25.6%, respectively. Our effective tax rate for the year ended December 31, 2013 was 26.5%. Included in our earnings before income taxes for 2013 are charges related to changes in the fair value of contingent consideration associated with certain business combination agreements of $70.7 million, the fair market value inventory adjustment rollout related to the acquisition of SkinMedica of $8.9 million, external costs of stockholder derivative litigation associated with the 2010 global settlement with the DOJ regarding our past U.S. sales and marketing practices relating to certain therapeutic uses of Botox ® and other legal contingency expenses of $3.1 million, transaction and integration costs associated with business combinations and license agreements of $20.6 million, a loss of $3.7 million related to the impairment of a non-marketable third party equity investment and restructuring charges of $5.5 million. In 2013 we recorded no income tax benefit related to the changes in the fair value of contingent consideration liabilities, $3.3 million of income tax benefits related to the fair market value inventory adjustment rollout related to the acquisition of SkinMedica, no income tax benefits related to external costs of stockholder derivative litigation associated with the 2010 global settlement with the DOJ regarding our past U.S. sales and marketing practices relating to certain therapeutic uses of Botox ® and other legal contingency expenses, $4.8 million of income tax benefits related to transaction and integration costs associated with business combinations and license agreements, $1.3 million of income tax benefits related to the impairment of a non-marketable third party equity investment and $1.7 million of income tax benefits related to the restructuring charges. In 2013, we also recorded an income tax benefit of $15.1 million for the retroactive benefit of the U.S. federal research and development tax credit for the 2012 fiscal year that was signed into law on January 2, 2013. Excluding the impact of the aggregate pre-tax charges of $112.5 million and the income tax benefits of $26.2 million for the items discussed above, our adjusted effective tax rate for 2013 was 26.3%.

48
Table of Contents

The calculation of our adjusted effective tax rate for the year ended December 31, 2013 is summarized below:
 
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
%
The increase in the adjusted effective tax rate to 26.6% in the first nine months of 2014 compared to the adjusted effective tax rate for the year ended December 31, 2013 of 26.3% is primarily due to the negative impact of the expiration of the U.S. federal research and development tax credit, partially offset by a beneficial change in estimates of certain transfer-pricing positions related to prior years and associated provision to return adjustments. We anticipate that our adjusted effective tax rate for the fiscal year 2014 may decline due to changes in the mix of pre-tax earnings in the various countries in which we operate.
Earnings from Continuing Operations 
Our earnings from continuing operations in the third quarter of 2014 were $313.1 million compared to earnings from continuing operations of $332.9 million in the third quarter of 2013. The $19.8 million decrease in earnings from continuing operations was primarily the result of the decrease in operating income of $97.4 million, partially offset by the decrease in net non-operating expense of $60.0 million and the decrease in the provision for income taxes of $17.6 million.
Our earnings from continuing operations in the first nine months of 2014 were $990.0 million compared to earnings from continuing operations of $959.9 million in the first nine months of 2013. The $30.1 million increase in earnings from continuing operations was primarily the result of the increase in operating income of $28.1 million and the decrease in net non-operating expense of $37.5 million, partially offset by the increase in the provision for income taxes of $35.5 million.
Net Earnings Attributable to Noncontrolling Interest
Our net earnings attributable to noncontrolling interest for our majority-owned subsidiaries were $0.9 million and $1.0 million in the third quarter of 2014 and 2013, respectively, and $2.7 million and $4.2 million in the first nine months of 2014 and 2013, respectively.
Discontinued Operations
On February 1, 2013, we formally committed to pursue a sale of our obesity intervention business unit, including the assets related to the Lap-Band ® gastric band system and the Orbera ™ intra-gastric balloon system. Accordingly, beginning in the first quarter of 2013, we have reported the financial results from that business unit as discontinued operations in the consolidated statements of earnings. In the first quarter of 2013, we reported an estimated pre-tax disposal loss of $346.2 million ( $259.0 million

49
Table of Contents

after tax) related to the obesity intervention business unit from the write-down of the net assets held for sale to their estimated fair value less costs to sell. In the third quarter of 2013, we recorded an additional pre-tax disposal loss of $58.7 million ( $37.6 million after tax) from the write-down of the net assets held for sale to their estimated fair value.
On December 2, 2013, we completed the sale of the obesity intervention business to Apollo Endosurgery, Inc., or Apollo, for cash consideration of $75.0 million , subject to certain adjustments, and certain additional consideration, including a minority equity interest in Apollo with an estimated fair value of $15.0 million and contingent consideration of up to $20.0 million to be paid by Apollo upon the achievement of certain regulatory and sales milestones.
At the closing date, the cash consideration was reduced by the amount of inventories held outside of the United States of $7.6 million and net trade accounts receivable and payable of $19.4 million , which we retained pursuant to the sale and transition services agreements with Apollo. We expect to realize the value of these retained assets in the normal course of business within one year from the closing date.
For the year ended December 31, 2013, we reported a total pre-tax loss of $408.2 million ( $297.9 million after tax) on the disposal of the obesity intervention business unit net assets. The pre-tax loss includes transaction costs of approximately $2.6 million , consisting primarily of investment banking fees. In the first quarter of 2014, we recognized an additional pre-tax loss of $0.9 million ( $0.6 million after tax), and in the third quarter of 2014, an additional pre-tax gain of $0.3 million ( $0.3 million after tax), on the disposal of the obesity intervention business unit net assets.
In connection with the sale of the obesity intervention business, we also entered into certain transitional service agreements designed to facilitate the orderly transfer of business operations to Apollo. These agreements primarily relate to administrative services in the United States and distribution services outside of the United States, all of which are generally to be provided for a period of up to 12 months . We will also manufacture and supply products to Apollo for a transitional period not to exceed 24 months in order to allow Apollo adequate time to obtain regulatory approval for licenses and manufacturing facilities. The continuing cash flows from these agreements are not significant. Net sales made pursuant to the manufacturing and distribution agreements are recorded as product net sales in the consolidated statements of earnings and are reflected as other medical devices product net sales.
The results of operations from discontinued operations presented below include certain allocations that management believes fairly reflect the utilization of services provided to the obesity intervention business. The allocations do not include amounts related to general corporate administrative expenses or interest expense. Therefore, the results of operations from the obesity intervention business unit do not necessarily reflect what the results of operations would have been had the business operated as a stand-alone entity.
The following table summarizes the results of operations from discontinued operations for the three and nine month periods ended September 30, 2013 :
 
September 30, 2013
 
Three Months
 
Nine Months
 
(in millions)
Product net sales
$
29.3

 
$
94.5

 
 
 
 
Operating costs and expenses:
 
 
 

   Cost of sales (excludes amortization of intangible assets)
5.4

 
15.9

   Selling, general and administrative
14.4

 
44.8

   Research and development
1.3

 
4.0

   Amortization of intangible assets
—

 
10.3

 
 
 
 
Earnings from discontinued operations before income taxes
$
8.2

 
$
19.5

 
 
 
 
Earnings from discontinued operations, net of income taxes
$
5.5

 
$
13.1


Liquidity and Capital Resources
We assess our liquidity by our ability to generate cash to fund our operations. Significant factors in the management of liquidity are: funds generated by operations; levels of accounts receivable, inventories, accounts payable and capital expenditures; funds available under our credit facilities; the extent of our stock repurchase program; global economic conditions; funds required for acquisitions and other transactions; and financial flexibility to attract long-term capital on satisfactory terms.

50
Table of Contents

Cash Flow
Historically, we have generated cash from operations in excess of working capital requirements. The net cash provided by operating activities for the first nine months of 2014 was $1,233.6 million compared to $1,180.1 million for the first nine months of 2013. Cash flow from operating activities increased in the first nine months of 2014 compared to the first nine months of 2013 primarily as a result of an increase in cash from net earnings from operations, including the effect of adjusting for non-cash items, and a decrease in cash required to fund changes in trade receivables and accrued expenses, partially offset by an increase in cash used to fund changes in other current assets, other non-current assets, accounts payable, income taxes and other liabilities. In the first nine months of 2014, we made upfront and milestone payments of $80.0 million related to a license agreement and an upfront payment of $10.0 million for the purchase of certain dermal filler technology under development that has not achieved regulatory approval, which were included in our net earnings for the first nine months of 2014. In the first nine months of 2013, we made an upfront payment of $6.5 million for a license and collaboration agreement, which was included in our net earnings for the first nine months of 2013. In the first nine months of 2014 and 2013, we paid pension contributions of $20.6 million and $22.0 million, respectively, to our U.S. defined benefit pension plan.
Net cash provided by investing activities was $38.1 million in the first nine months of 2014 compared to net cash used in investing activities of $1,262.0 million in the first nine months of 2013. In the first nine months of 2014, we received $1,596.3 million from the maturities of short-term investments and collected $1.8 million from the 2013 sale of the obesity intervention business. In the first nine months of 2014, we purchased $1,269.8 million of short-term investments, paid $67.5 million for the acquisition of LiRIS, paid $10.0 million for a non-marketable equity investment and $15.0 million for licensing and developed technology intangible assets. Additionally, we invested $185.4 million in new facilities and equipment and $12.6 million in capitalized software. In the first nine months of 2013, we received $380.5 million from the maturities of short-term investments. In the first nine months of 2013, we purchased $644.5 million of short-term investments and paid $889.7 million, net of cash acquired, for the acquisitions of MAP and Exemplar, and $2.4 million for purchase price adjustments related to prior acquisitions. Additionally, we invested $97.4 million in new facilities and equipment and $8.6 million in capitalized software. We currently expect to invest between approximately $200 million and $250 million in capital expenditures for manufacturing and administrative facilities, manufacturing equipment and other property, plant and equipment during 2014.
Net cash used in financing activities was $387.4 million in the first nine months of 2014 compared to net cash provided by financing activities of $70.8 million in the first nine months of 2013. In the first nine months of 2014, we repurchased approximately 6.1 million shares of our common stock for $835.1 million, paid $44.7 million in dividends to stockholders and paid contingent consideration of $10.2 million. This use of cash was partially offset by $0.2 million in net borrowings of notes payable, $388.3 million received from the sale of stock to employees and $114.1 million in excess tax benefits from share-based compensation. On March 12, 2013, we issued concurrently in a registered offering $250.0 million in aggregate principal amount of our 2018 Notes and $350.0 million in aggregate principal amount of our 2023 Notes, and received total proceeds of $598.5 million, net of original discounts. Additionally, in the first nine months of 2013, we received $160.1 million from the sale of stock to employees and $33.6 million in excess tax benefits from share-based compensation. These amounts were partially reduced by the repurchase of approximately 6.1 million shares of our common stock for $649.3 million, a cash payment of $4.8 million for offering fees related to the issuance of the 2018 Notes and the 2023 Notes, $44.6 million in dividends paid to stockholders, net repayments of notes payable of $11.6 million and payments of contingent consideration of $11.1 million.
As of September 30, 2014 , $2,891.4 million of our existing cash and equivalents and short-term investments are held by non-U.S. subsidiaries. We currently plan to use these funds indefinitely in our operations outside the United States. Withholding and U.S. taxes have not been provided for unremitted earnings of certain non-U.S. subsidiaries because we have reinvested these earnings indefinitely in such operations. At December 31, 2013, we had approximately $3,828.0 million in unremitted earnings outside the United States for which withholding and U.S. taxes were not provided. Tax costs would be incurred if these earnings were remitted to the United States.
Debt Outstanding and Borrowing Capacity
Our 5.75% Senior Notes due 2016, or 2016 Notes, were sold at 99.717% of par value with an effective interest rate of 5.79%, pay interest semi-annually on the principal amount of the notes at a rate of 5.75% per annum, and are redeemable at any time at our option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. The aggregate outstanding principal amount of the 2016 Notes will be due and payable on April 1, 2016, unless earlier redeemed by us. In September 2012, we terminated the $300.0 million notional amount interest rate swap related to the 2016 Notes and received $54.7 million, which included accrued interest of $3.7 million. Upon termination of the interest rate swap, we added the net fair value received of $51.0 million to the carrying value of the 2016 Notes. The amount received for the termination of the interest rate swap is being amortized as a reduction to interest expense over the remaining life of the debt, which effectively fixes the interest rate for the remaining term of the 2016 Notes at 3.94%.

51
Table of Contents

Our 2018 Notes, which were sold at 99.793% of par value with an effective interest rate of 1.39%, are unsecured and pay interest semi-annually on the principal amount of the notes at a rate of 1.35% per annum, and are redeemable at any time at our option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. The aggregate outstanding principal amount of the 2018 Notes will be due and payable on March 15, 2018, unless earlier redeemed by us.
Our 3.375% Senior Notes due 2020, or 2020 Notes, which were sold at 99.697% of par value with an effective interest rate of 3.41%, are unsecured and pay interest semi-annually on the principal amount of the notes at a rate of 3.375% per annum, and are redeemable at any time at our option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption. The aggregate outstanding principal amount of the 2020 Notes will be due and payable on September 15, 2020, unless earlier redeemed by us.
Our 2023 Notes, which were sold at 99.714% of par value with an effective interest rate of 2.83%, are unsecured and pay interest semi-annually on the principal amount of the notes at a rate of 2.80% per annum, and are redeemable at any time at our option, subject to a make-whole provision based on the present value of remaining interest payments at the time of the redemption, if the redemption occurs prior to December 15, 2022 (three months prior to the maturity of the 2023 Notes). If the redemption occurs on or after December 15, 2022, then such redemption is not subject to the make-whole provision.The aggregate outstanding principal amount of the 2023 Notes will be due and payable on March 15, 2023, unless earlier redeemed by us.
At September 30, 2014 , we had a committed long-term credit facility, a commercial paper program, a shelf registration statement that allows us to issue additional securities, including debt securities, in one or more offerings from time to time, a real estate mortgage and various foreign bank facilities. Our committed long-term credit facility will expire in October 2016. The termination date can be further extended from time to time upon our request and acceptance by the issuer of the facility for a period of one year from the last scheduled termination date for each request accepted. The committed long-term credit facility allows for borrowings of up to $800.0 million. The commercial paper program also provides for up to $800.0 million in borrowings. However, our combined borrowings under our committed long-term credit facility and our commercial paper program may not exceed $800.0 million in the aggregate. Borrowings under the committed long-term credit facility are subject to certain financial and operating covenants that include, among other provisions, maximum leverage ratios. Certain covenants also limit subsidiary debt. We believe we were in compliance with these covenants at September 30, 2014 . At September 30, 2014 , we had no borrowings under our committed long-term credit facility, $20.0 million in borrowings outstanding under the real estate mortgage, $55.8 million in borrowings outstanding under various foreign bank facilities and no borrowings under the commercial paper program. Commercial paper, when outstanding, is issued at current short-term interest rates. Additionally, any future borrowings that are outstanding under the long-term credit facility may be subject to a floating interest rate. We may from time to time seek to retire or purchase our outstanding debt.
Dividends and Stock Repurchase Program
Effective October 27, 2014, our Board of Directors declared a cash dividend of $0.05 per share, payable December 11, 2014 to stockholders of record on November 20, 2014.
We maintain an evergreen stock repurchase program. Our evergreen stock repurchase program authorizes us to repurchase our common stock for the primary purpose of funding our stock-based benefit plans. Under the stock repurchase program, we may maintain up to 18.4 million repurchased shares in our treasury account at any one time. At September 30, 2014 , we held approximately 10.0 million treasury shares under this program. Pursuant to our evergreen stock repurchase program, we entered into certain stock repurchase plans that authorized our brokers to purchase our common stock traded in the open market. The terms of the plans set forth an aggregate maximum limit of 6.0 million shares to be repurchased in the first half of 2014, and the aggregate maximum limit of the plans has been satisfied.
Trade Receivables Supplemental Information
We sell products to public and semi-public hospitals in Italy and Spain, which are wholly or partially funded by their respective sovereign governments. The following table provides information related to trade receivables outstanding as of September 30, 2014 from product net sales in Italy and Spain:

52
Table of Contents

 
Italy
 
Spain
 
(in millions)
Trade receivables from public and semi-public hospitals primarily funded by the sovereign government
$
16.8

 
$
14.8

Trade receivables from other customers
7.6

 
15.2

Total trade receivables
$
24.4

 
$
30.0

 
 
 
 
Amount of trade receivables that is past due
$
13.7

 
$
13.5

Allowance for doubtful accounts
$
5.2

 
$
0.8

We believe the reserves established against these trade receivables are sufficient to cover the amounts that will ultimately be uncollectible. However, the economic stability in these countries is unpredictable and we cannot provide assurance that additional allowances will not be necessary if current economic conditions in these countries continue to decline. Negative changes in the amount of allowances for doubtful accounts could adversely affect our future results of operations.
As of September 30, 2014 , we have no significant trade accounts receivable from customers in Greece or Portugal that are primarily funded by their respective sovereign governments.

In the third quarter of 2014, we recorded an estimated bad debt charge of $37.3 million related to certain U.S. dollar denominated trade receivables from local customers in Venezuela. The estimated charge for bad debts was based on an analysis of our U.S. dollar denominated trade receivable payment and non-payment trends over the last 12 months in relation to currency exchange controls administered by the National Center for Foreign Commerce, or CENCOEX, a Venezuela government body, and our review of other relevant communications by CENCOEX and economic data regarding the current state of Venezuela’s economy. Based on our analysis, we concluded that the likelihood of a bad debt loss for our U.S. dollar denominated trade receivables generated prior to October 2013 was probable.
Trade receivables generated from product sales in Venezuela subsequent to September 2013 have been paid on a regular basis by CENCOEX at the published preferred exchange rate for pharmaceutical products, so we are continuing to supply certain products to our one major distributor, a sizeable multinational corporation, within self-imposed credit limits, under the assumption that CENCOEX will continue to allow U.S. dollar denominated trade receivables, which are properly registered with CENCOEX, to be paid within normal trade terms. We are continuing to make efforts to collect the outstanding older trade receivables that have been reserved, and any future recovery will be recorded when realized.
As of September 30, 2014 , we had net trade receivables from a commercial distributor in Venezuela of approximately $10.5 million, which are subject to currency exchange controls administered by CENCOEX. The payment of our trade receivables is required to be approved through CENCOEX’s administration of monthly allocations of foreign currency provided by the Central Bank of Venezuela. Our trade receivables are subject to future potential currency devaluation actions that could be taken by the Venezuelan government, which have occurred several times in the past. The agreement with our distributor contains certain terms that limit our exposure to devaluation risk, but because of the unpredictable economic stability in Venezuela, our trade receivables in Venezuela may become subject to a material devaluation.
Acquisitions and Collaborations
On August 13, 2014 , we completed the acquisition of LiRIS for an upfront payment of $67.5 million plus up to an aggregate of $295.0 million in payments contingent upon achieving certain future development milestones and up to an aggregate of $225.0 million in payments contingent upon achieving certain commercial milestones. The estimated fair value of the contingent consideration as of the acquisition date was $192.5 million .
On September 25, 2013, we announced that we had entered into a license agreement with Medytox, Inc., or Medytox, contingent on obtaining certain government approvals. In January 2014, we closed the transaction. Under the terms of the agreement, we made an upfront payment to Medytox of $65.0 million in January 2014 and Medytox granted us exclusive rights, worldwide outside of Korea with co-exclusive rights in Japan, to develop and, if approved, commercialize certain neurotoxin product candidates currently in development, including a potential liquid-injectable product. The terms of the agreement also include potential future development milestone payments of up to $116.5 million and potential future sales milestone payments of up to $180.5 million, as well as potential future royalty payments. In the third quarter of 2014, we made a development milestone payment to Medytox of $15.0 million .

53
Table of Contents

Other Liquidity Matters
As part of an ongoing effort to improve efficiency and productivity which will further increase stockholder value, in July 2014 we completed a global review of our structures and processes, portfolio of research and development projects and marketed products, and our geographies in an effort to prioritize the highest value investments. As a result of this review, we initiated a restructuring of our global operations that we estimate will deliver annual pre-tax savings of approximately $475 million in calendar year 2015. We currently estimate that we will incur total non-recurring pre-tax charges of between $350.0 million and $400.0 million in connection with the restructuring and other costs, of which $60.0 million and $70.0 million will be a non-cash charge. We began to incur these non-recurring charges in the third quarter of 2014 and expect to continue to incur them through the second quarter of 2015.
A generic version of Zymaxid ® was launched in the United States in October 2013. In addition, our products compete with generic versions of some branded pharmaceutical products sold by our competitors. We do not believe that our liquidity will be materially impacted in 2014 by generic competition.
At December 31, 2013, we had net pension and postretirement benefit obligations totaling $237.5 million. Future funding requirements are subject to change depending on the actual return on net assets in our funded pension plans and changes in actuarial assumptions. In 2014, we expect to pay pension contributions of between $30.0 million and $40.0 million for our U.S. and non-U.S. pension plans and between $1.0 million and $2.0 million for our other postretirement plan.
In October 2014, we announced that we have amended our U.S. qualified and unqualified defined benefit pension plans to close the plans to any future participant service credits (plan freeze), effective December 31, 2014. In conjunction with the plan freeze, we will be adding one additional year of service credit to the calculation of benefits for all active employees as of December 31, 2014. We currently estimate that we will incur pre-tax curtailment charges of approximately $17.0 million in the fourth quarter of 2014 related to the plan freeze.
We believe that the net cash provided by operating activities, supplemented as necessary with borrowings available under our existing credit facilities and existing cash and equivalents and short-term investments, will provide us with sufficient resources to meet our current expected obligations, working capital requirements, debt service and other cash needs over the next year.

54
Table of Contents

ALLERGAN, INC.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, our operations are exposed to risks associated with fluctuations in interest rates and foreign currency exchange rates. We address these risks through controlled risk management that includes the use of derivative financial instruments to economically hedge or reduce these exposures. We do not enter into derivative financial instruments for trading or speculative purposes.
We assess the adequacy and effectiveness of our interest rate and foreign exchange hedge positions by continually monitoring our interest rate swap and foreign exchange forward and option positions both on a stand-alone basis and in conjunction with our underlying interest rate and foreign currency exposures, from an accounting and economic perspective.
However, given the inherent limitations of forecasting and the anticipatory nature of the exposures intended to be hedged, we cannot assure you that such programs will offset more than a portion of the adverse financial impact resulting from unfavorable movements in either interest or foreign exchange rates. In addition, the timing of the accounting for recognition of gains and losses related to mark-to-market instruments for any given period may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect our consolidated operating results and financial position.
As of September 30, 2014 , we had no interest rate swap contracts outstanding. However, we may from time to time seek to enter into interest rate hedge transactions in the future.
Interest Rate Risk
Our interest income and expense are more sensitive to fluctuations in the general level of U.S. interest rates than to changes in rates in other markets. Changes in U.S. interest rates affect the interest earned on our cash and equivalents and short-term investments and interest expense on our debt, as well as costs associated with foreign currency contracts.
On January 31, 2007, we entered into a nine-year, two-month interest rate swap with a $300.0 million notional amount. The swap received interest at a fixed rate of 5.75% and paid interest at a variable interest rate equal to 3-month LIBOR plus 0.368%, and effectively converted $300.0 million of the $800.0 million aggregate principal amount of our 2016 Notes to a variable interest rate. Based on the structure of the hedging relationship, the hedge met the criteria for using the short-cut method for a fair value hedge. In September 2012, we terminated the interest rate swap and received $54.7 million, which included accrued interest of $3.7 million. Upon termination of the interest rate swap, we added the net fair value received of $51.0 million to the carrying value of the 2016 Notes. The amount received for the termination of the interest rate swap is being amortized as a reduction to interest expense over the remaining life of the debt, which effectively fixes the interest rate for the remaining term of the 2016 Notes at 3.94%. During the three and nine month periods ended September 30, 2014 , we recognized $3.4 million and $10.2 million , respectively, as a reduction of interest expense due to the effect of the interest rate swap. During the three and nine month periods ended September 30, 2013 , we recognized $3.3 million and $9.8 million , respectively, as a reduction of interest expense due to the effect of the interest rate swap.
In February 2006, we entered into interest rate swap contracts based on 3-month LIBOR with an aggregate notional amount of $800.0 million, a swap period of 10 years and a starting swap rate of 5.198%. We entered into these swap contracts as a cash flow hedge to effectively fix the future interest rate for our 2016 Notes. In April 2006, we terminated the interest rate swap contracts and received approximately $13.0 million. The total gain is being amortized as a reduction to interest expense over a 10 year period to match the term of the 2016 Notes. As of September 30, 2014 , the remaining unrecognized gain, net of tax, of $1.2 million is recorded as a component of accumulated other comprehensive loss.
At September 30, 2014 , we had approximately $55.8 million of variable rate debt. If interest rates were to increase or decrease by 1% for the year, annual interest expense would increase or decrease by approximately $0.6 million. Commercial paper, when outstanding, is issued at current short-term interest rates. Additionally, any future borrowings that are outstanding under the long-term credit facility may be subject to a floating interest rate. Therefore, higher interest costs could occur if interest rates increase in the future.





55
Table of Contents

The following tables present information about certain of our investment portfolio and our debt obligations at September 30, 2014 and December 31, 2013 . 
 
September 30, 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
$
1,426.1

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
1,426.1

 
$
1,426.1

Weighted Average Interest Rate
0.10
%
 
—

 
—

 
—

 
—

 
—

 
0.10
%
 
 

Foreign Time Deposits
130.0

 
—

 
—

 
—

 
—

 
—

 
130.0

 
130.0

Weighted Average Interest Rate
0.95
%
 
—

 
—

 
—

 
—

 
—

 
0.95
%
 
 

Other Cash Equivalents
2,178.4

 
—

 
—

 
—

 
—

 
—

 
2,178.4

 
2,178.4

Weighted Average Interest Rate
0.11
%
 
—

 
—

 
—

 
—

 
—

 
0.11
%
 
 

Total Cash Equivalents and Short-Term Investments
$
3,734.5

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
3,734.5

 
$
3,734.5

Weighted Average Interest Rate
0.14
%
 
—

 
—

 
—

 
—

 
—

 
0.14
%
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Debt Obligations:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fixed Rate (US$) (a)
$
—

 
$
—

 
$
821.0

 
$
20.0

 
$
249.6

 
$
998.0

 
$
2,088.6

 
$
2,095.8

Weighted Average Interest Rate
—

 
—

 
3.94
%
 
5.65
%
 
1.39
%
 
3.21
%
 
3.30
%
 
 

Other Variable Rate (non-US$)
55.8

 
—

 
—

 
—

 
—

 
—

 
55.8

 
55.8

Weighted Average Interest Rate
7.57
%
 
—

 
—

 
—

 
—

 
—

 
7.57
%
 
 

Total Debt Obligations
$
55.8

 
$
—

 
$
821.0

 
$
20.0

 
$
249.6

 
$
998.0

 
$
2,144.4

 
$
2,151.6

Weighted Average Interest Rate
7.57
%
 
—

 
3.94
%
 
5.65
%
 
1.39
%
 
3.21
%
 
3.41
%
 
 

——————————
(a)
The carrying value of debt obligations maturing in 2016 includes an unamortized amount of $21.3 million related to a terminated interest rate swap associated with the 2016 Notes.


56
Table of Contents

 
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.
Foreign Currency Risk
Overall, we are a net recipient of currencies other than the U.S. dollar and, as such, benefit from a weaker dollar and are adversely affected by a stronger dollar relative to major currencies worldwide. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, may negatively affect our consolidated revenues or operating costs and expenses as expressed in U.S. dollars.
From time to time, we enter into foreign currency option and forward contracts to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow our management to focus its attention on our core business issues. Accordingly, we enter into various contracts which change in value as foreign exchange rates change to economically offset the effect of changes in the value of foreign currency assets and liabilities, commitments and anticipated foreign currency denominated sales and operating expenses. We enter into foreign currency option and forward contracts in amounts between minimum and maximum anticipated foreign exchange exposures.
We use foreign currency option contracts, which provide for the sale or purchase of foreign currencies, to economically hedge the currency exchange risks associated with probable but not firmly committed transactions that arise in the normal course of our business. Probable but not firmly committed transactions are comprised primarily of sales of products and purchases of raw material in currencies other than the U.S. dollar. The foreign currency option contracts are entered into to reduce the volatility of earnings generated in currencies other than the U.S. dollar, primarily earnings denominated in the Canadian dollar, Mexican peso, Australian dollar, Brazilian real, euro, Korean won, Turkish lira, Polish zloty, Swiss franc, Russian ruble, Swedish krona, South African rand and Japanese yen. While these instruments are subject to fluctuations in value, such fluctuations are anticipated to offset changes in the value of the underlying exposures. Changes in the fair value of open foreign currency option contracts and any realized gains (losses) on settled contracts are recorded through earnings as “Other, net” in the accompanying unaudited condensed consolidated statements of earnings. The premium costs of purchased foreign exchange option contracts are recorded in “Other current assets” and amortized to “Other, net” over the life of the options.
All of our outstanding foreign exchange forward contracts are entered into to offset the change in value of certain intercompany receivables or payables that are subject to fluctuations in foreign currency exchange rates. The realized and unrealized

57
Table of Contents

gains and losses from foreign currency forward contracts and the revaluation of the foreign denominated intercompany receivables or payables are recorded through “Other, net” in the accompanying unaudited condensed consolidated statements of earnings.
The following table provides information about our foreign currency derivative financial instruments outstanding as of September 30, 2014 and December 31, 2013 . The information is provided in U.S. dollars, as presented in our unaudited condensed consolidated financial statements:
 
September 30, 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
$
10.7

 
107.36

 
$
9.2

 
103.02

Australian dollar
3.1

 
0.90

 
9.3

 
0.88

Russian ruble
24.1

 
39.11

 
16.5

 
33.42

Polish zloty
0.6

 
3.25

 
—

 
—

New Zealand dollar
0.8

 
0.81

 
—

 
—

 
$
39.3

 
 

 
$
35.0

 
 

 
 
 
 
 
 
 
 
Estimated fair value
$
1.1

 
 

 
$
0.1

 
 

 
 
 
 
 
 
 
 
Foreign currency forward contracts:
 

 
 

 
 

 
 

(Pay U.S. dollar/receive foreign currency)
 

 
 

 
 

 
 

Euro
$
38.9

 
1.30

 
$
41.3

 
1.38

 
 
 
 
 
 
 
 
Estimated fair value
$
(1.0
)
 
 

 
$
0.1

 
 

 
 
 
 
 
 
 
 
Foreign currency sold — put options:
 

 
 

 
 

 
 

Canadian dollar
$
116.5

 
1.10

 
$
95.4

 
1.04

Mexican peso
5.1

 
13.25

 
17.7

 
13.12

Australian dollar
50.9

 
0.88

 
44.8

 
0.92

Brazilian real
35.8

 
2.63

 
29.7

 
2.42

Euro
500.6

 
1.40

 
245.5

 
1.36

Korean won
4.9

 
1,068.27

 
18.5

 
1,062.71

Turkish lira
8.4

 
2.19

 
32.7

 
2.13

Polish zloty
2.3

 
3.11

 
9.7

 
3.08

Swiss franc
2.5

 
0.88

 
9.5

 
0.88

Russian ruble
6.1

 
34.74

 
17.0

 
34.09

Swedish krona
2.6

 
6.59

 
6.8

 
6.57

South African rand
2.6

 
10.97

 
11.0

 
10.72

Japanese yen
8.2

 
102.66

 
22.5

 
102.75

 
$
746.5

 
 

 
$
560.8

 
 

 
 
 
 
 
 
 
 
Estimated fair value
$
55.7

 
 

 
$
20.2

 
 



58
Table of Contents

ALLERGAN, INC. 
Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, including our Principal Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, we have investments in certain unconsolidated entities. As we do not control or manage these entities, our disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.
We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2014 , the end of the quarterly period covered by this report. Based on the foregoing, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level.
Further, management determined that, as of September 30, 2014 , there were no changes in our internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, published an updated Internal Control - Integrated Framework (2013) and related illustrative documents. We are adopting the new framework during 2014.

59
Table of Contents

ALLERGAN, INC.
PART II — OTHER INFORMATION
 
Item 1.  Legal Proceedings
Certain of the legal proceedings in which we are involved are discussed in Note 10, "Contingencies," to our Unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, and are hereby incorporated by reference.

Item 1A.   Risk Factors
There have been no material changes to the risk factors previously disclosed by us in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as supplemented and amended by the risk factors previously disclosed by us in Part II, Item 1A “Risk Factors” of our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
The following table discloses the purchases of our equity securities during the third fiscal quarter of 2014. 
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)
July 1, 2014 to July 31, 2014
4

 
$
169.25

 
—

 
7,977,949

August 1, 2014 to August 31, 2014
6,955

 
163.46

 
—

 
8,108,412

September 1, 2014 to September 30, 2014
—

 
—

 
—

 
8,407,623

Total
6,959

 
$
163.47

 
—

 
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 September 30, 2014 , we held approximately 10.0 million treasury shares under this program. Pursuant to our evergreen stock repurchase program, we entered into certain stock repurchase plans that authorized our brokers to purchase our common stock traded in the open market. The terms of the plans set forth an aggregate maximum limit of 6.0 million shares to be repurchased in the first half of 2014, and the aggregate maximum limit of the plans has been satisfied. During the third 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.

Item 3.   Defaults Upon Senior Securities
None. 
 
Item 4.   Mine Safety Disclosures
Not Applicable.
 
Item 5.   Other Information
None. 

Item 6.   Exhibits
Reference is made to the Exhibit Index included herein. 


60
Table of Contents

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: November  4 , 2014
 
 
 
 
ALLERGAN, INC.
 
 
 
/s/ James M. Hindman
 
James M. Hindman
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)

61
Table of Contents

ALLERGAN, INC.
EXHIBIT INDEX
Exhibit
No.
 
Description  
3.1
 
Amended and Restated Certificate of Incorporation of Allergan, Inc. filed with the Secretary of State of the State of Delaware on May 9, 2014 and Certificate of Designations of Series A Junior Participating Preferred Stock of Allergan, Inc. filed with the Secretary of State of the State of Delaware on April 23, 2014 (incorporated by reference to Exhibit 3.1 to Allergan, Inc.’s Report on Form 10-Q for the Quarter ended June 30, 2014)
 
 
 
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 June 30, 2014)
 
 
 
4.1
 
Rights Agreement, dated as of April 22, 2014, between Allergan, Inc. and Wells Fargo Bank, N.A., which includes the form of Certificate of Designations of Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B, and the Summary of Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to Allergan Inc.’s Current Report on Form 8-K filed on April 23, 2014)
 
 
 
10.1
 
Form of 2014 Performance-Based Restricted Stock Unit Award Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award 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 September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Earnings; (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income; (iii) Unaudited Condensed Consolidated Balance Sheets; (iv) Unaudited Condensed Consolidated Statements of Cash Flows; and (v) Notes to Unaudited Condensed Consolidated Financial Statements



62

EXHIBIT 10.1    
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT AGREEMENT
Pursuant to the Allergan, Inc. 2011 Incentive Award Plan (the “ Plan ”), Allergan, Inc. (the “ Company ”) hereby grants to the employee listed below (“ Participant ”) an award of Restricted Stock Units (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Performance-based Restricted Stock Unit Award Grant Agreement (this “ Grant Agreement ”), in the Terms and Conditions attached hereto as Exhibit A (the “ Terms ”), in the Country- Specific Terms, if any, for Participant’s country attached hereto as Exhibit B (the “ Country-Specific Terms ”) and in the Plan attached hereto as Exhibit C , each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Agreement.
Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, par value $0.01 (“ Stock ”), at the time the Restricted Stock Unit is available for distribution in accordance with the terms and conditions set forth in the Plan, the Terms and the Country-Specific Terms.
Participant:
[______]
Grant Date:
[______]
Number of Restricted Stock Units:
[______]
Vesting Schedule:
The Restricted Stock Units initially shall be unvested. Subject to Article II of the Terms, should Participant remain continuously employed with the Company until the completion of the Written Certification (as defined below) (such date, the “ Certification Date ”), then, subject to the Company’s achievement of each of the TSR Target and the Performance EPS Target (each, as defined in the Terms), then 100% of the Restricted Stock Units shall vest on the Certification Date, if at all, (as adjusted from time to time pursuant to Section 14.2 of the Plan).
 
 
 
Except as provided in Sections 2.3(b) or 2.4(d) of the Terms (or anything to the contrary in the Country-Specific 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 forty-five (45) days following December 31, 2016, the Organization & Compensation Committee of the Company’s Board of Directors (the “ Compensation Committee ”) shall certify in writing (i) whether the Performance EPS Target was achieved, and (ii) whether the TSR Target was achieved (the “ Written Certification ”).
 
 
Distribution Schedule:
Following the Certification Date, the shares of Stock subject to the Restricted Stock Units that vest (if any) shall be distributable in accordance with Sections 2.5 and 3.17 of the Terms.

All decisions and interpretations of the Administrator arising under the Plan, this Grant Agreement, the Terms or the Country-Specific Terms, if applicable, or relating to the Restricted Stock Units shall be binding, conclusive and final.
ALLERGAN, INC.

By:


________________________________________
Print Name:
David E.I. Pyott
Title:
Chairman of the Board and Chief Executive Officer
Address:
2525 Dupont Drive
Irvine, California 92612

Attachments:
Terms and Conditions ( Exhibit A )
Peer Group ( Exhibit A-1 )
Country-Specific Terms ( Exhibit B )
Allergan, Inc. 2011 Incentive Award Plan ( Exhibit C )
Allergan, Inc. 2011 Incentive Award Plan Prospectus ( Exhibit D )










 

EXHIBIT A TO THE
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT AGREEMENT
TERMS AND CONDITIONS
October 2014
Performance-based Award
Pursuant to the Performance-based Restricted Stock Unit Award Grant Agreement (the “ Grant Agreement ”) to which these Terms and Conditions (the “ Terms ”) are attached, Allergan, Inc. (the “ Company ”) granted to the participant (“ Participant ”) specified on the Grant Agreement a restricted stock unit award (the “ Restricted Stock Units ”) under the Allergan, Inc. 2011 Incentive Award Plan (the “ Plan ”), subject to the terms and conditions of the Grant Agreement, the Terms, the Plan and the Country-Specific Terms, if any, for Participant’s country attached to the Grant Agreement as Exhibit B (the “ Country-Specific Terms ”). Any reference herein to the Terms shall include the Country-Specific Terms, as applicable.
I.
GENERAL
1.1.      Defined Terms . Wherever the following terms are used herein they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Agreement or, if not defined therein, the Plan.
“ Average Market Value ” means the average closing trading price per share of Stock (or common stock of a company in the Peer Group, as applicable) on the principal exchange on which the Stock (or common stock of a company in the Peer Group, as applicable) is then traded, during the twenty (20) consecutive trading days beginning or ending on a specified date for which such closing trading price is reported by the applicable exchange or such other authoritative source as the Administrator may determine.
“ Adjusted Net Earnings ” means Non-GAAP net earnings attributable to the Company as furnished in the Company’s periodic reports of operating results. Non-GAAP net earnings represent net earnings attributable to the Company as calculated under generally accepted accounting principles in the United States (U.S. GAAP), as adjusted to remove the effects of (i) extraordinary, unusual or non-recurring items; (ii) accounting changes required by U.S. GAAP; (iii) expenses for restructuring or productivity initiatives; (iv) integration and transaction costs associated with business combinations; (v) changes in the fair value of contingent consideration; (vi) amortization of acquired intangible assets; (vii) impairment of goodwill and intangible assets; (viii) significant unusual legal settlement expenses or recoveries; (ix) any unrealized gains or losses on derivative instruments; (x) significant discrete income tax adjustments related to transactions in previously filed tax returns; (xi) any other items that management determines are not reflective of the Company’s core, ongoing business activities; and (xii) any income tax effects of any adjustments with respect to subclauses (i) through (xi) (such adjustments, collectively, the “ Non-GAAP Adjustments ”).

“ Beginning Average Market Value ” means the Average Market Value during the twenty (20) consecutive trading days ending on December 31, 2013.

A-1







“ Cause ” means, (i) with respect to any Participant who is a party to a change-in-control agreement with the Company or who participates in a Company-sponsored change-in-control policy, plan or program, the definition given to such term in the applicable agreement, policy, plan or program and (ii) with respect to all other Participants, any conduct set forth on the Grant Date (as defined in Section 2.1) in the Company’s employee handbook or Management Practices and Guidelines (or any successor thereto) justifying immediate termination without the benefit of a counseling review or severance pay.
“ Ending Market Value ” means, the Average Market Value during the twenty (20) consecutive trading days ending on December 31, 2016.
“ Net Earnings Impact of Future Business Combinations ” means, with respect to any business acquisition that is accounted for as a “business combination” under U.S. GAAP that is completed subsequent to the Grant Date of this award, but before the end of the Performance EPS Measurement Period, the aggregate impact of the business combination(s) on Adjusted Net Earnings for the Performance EPS Measurement Period, which shall be the Non-GAAP operating income attributable to the acquired business(es) calculated in a manner consistent with the Company’s internal financial reporting of management income statements, further adjusted to deduct: (i) an allocation of general and administrative expenses; (ii) an interest expense allocation; and (iii) a provision for income taxes. Non-GAAP operating income represents operating income attributable to the acquired business(es) as calculated under U.S. GAAP, as adjusted to exclude the effects of the Non-GAAP Adjustments. The general and administrative expense allocation will be calculated as the ratio of the Company’s total adjusted general and administrative expenses divided by the Company’s total product net sales for the Performance EPS Measurement Period, multiplied by the net sales of the acquired business(es) for the period the acquired business(es) was included in the Company’s financial statements during the Performance EPS Measurement Period. The interest expense allocation will be calculated as the total cash portion of the business acquisition price multiplied by the Company’s weighted average interest rate on debt outstanding at acquisition date. The full cash portion of the business acquisition price will be assumed to be outstanding for the purpose of the interest allocation from the acquisition date to the end of the Performance EPS Measurement Period.

“ Peer Group ” means the Company’s peer group set forth on Exhibit A-1; provided , however , that if a constituent company in the Peer Group ceases to be actively traded, due, for example, to merger or bankruptcy or the Administrator otherwise reasonably determines that it is no longer suitable for the purposes of this Agreement, then the Administrator in its reasonable discretion may eliminate such company and may select a comparable company to be added to the Peer Group for purposes of making the total shareholder return comparison required by Section 2.2 meaningful and consistent across the TSR Performance Period.  
“ Performance EPS ” means the Company’s Performance Net Earnings divided by the weighted-average number of common stock outstanding on a diluted basis during the fiscal year ending December 31, 2016, adjusted to exclude the weighted-average impact over the same period of any common stock issued for the purpose of acquiring a business subsequent to the Grant Date of this award.
“ Performance EPS Measurement Period ” means the period beginning on January 1, 2016 and ending on December 31, 2016.

A-2







“ Performance EPS Target ” means, with respect to the Performance EPS Measurement Period, a Performance EPS of $10.00.
“ Performance Net Earnings ” means the Company’s Adjusted Net Earnings, adjusted to exclude the Net Earnings Impact of Future Business Combinations.
“ Performance Goals ” shall mean (i) the Performance EPS Target and (ii) the TSR Target.
“ Qualifying Termination ” means Participant’s Termination of Employment with the Company or any Subsidiary during the 24-month period commencing on the date of a Change in Control, unless:
(i)      Participant voluntarily terminates his or her employment with the Company or any Subsidiary during such period. Participant, however, shall not be considered to have voluntarily terminated his or her employment with the Company or any Subsidiary if one or more of the following occurs following the Change in Control, and subsequent to such event Participant elects to terminate his or her employment with the Company or any Subsidiary: (A) a material diminution in Participant’s base compensation; (B) a material diminution in Participant’s position with the Company or any Subsidiary without Participant’s consent such that there is a material diminution in Participant’s authority, duties or responsibilities; (C) a change in Participant’s principal location of employment that is both material and greater than fifty (50) miles from its location prior to the Change in Control without Participant’s express written consent; provided, however, that Participant hereby acknowledges that Participant may be required to engage in travel in connection with the performance of Participant’s duties and that such travel shall not constitute a change in Participant’s principal location of employment for purposes hereof; or (D) any other action or inaction that constitutes a material breach by the Company or any Subsidiary of any agreement under which Participant provides services. Notwithstanding the foregoing, Participant’s termination of his or her employment with the Company or any Subsidiary as a result of the occurrence of any of the foregoing shall not constitute a “Qualifying Termination” unless Participant gives the Company written notice of such occurrence within ninety (90) days of such occurrence and such occurrence is not cured by the Company within thirty (30) days of the date on which such written notice is received by the Company.
(ii)      The termination is on account of Participant’s death or permanent and total disability (within the meaning of Section 22(e)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)).
(iii)      Participant is involuntarily terminated for Cause during such period.
In addition, notwithstanding anything contained in the Terms to the contrary, if Participant’s Termination of Employment occurs prior to a Change in Control and it is determined that such termination (x) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control and who subsequently effectuates a Change in Control or (y) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then, for all purposes of the Terms, the date of a Change in Control with respect to Participant shall mean the date immediately prior to the date of Participant’s Termination of Employment.

A-3







“ Termination of Employment ” means the time when the employee-employer relationship between Participant and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding terminations where there is a simultaneous reemployment or continuing employment of Participant by the Company or any Subsidiary. The Administrator, in its discretion, shall determine the effect of all matters and questions relating to Participant’s Termination of Employment, including, without limitation, when Participant is no longer actively employed for purposes of Section 3.4(i), and the question of whether such Termination of Employment resulted from a discharge for Cause or a Qualifying Termination. For purposes of the Terms, Participant’s employee-employer relationship shall be deemed to be terminated in the event that the Subsidiary employing Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).
“ TSR Performance Period ” means the period beginning on January 1, 2014 and ending on December 31, 2016.
“ TSR Target ” means, with respect to the TSR Performance Period, a Total Shareholder Return of the Company greater than or equal to the 50th percentile (as determined in accordance with standard statistical methodology) of the range of Total Shareholder Returns during the TSR Performance Period of the constituent companies included in the Peer Group, calculated in a manner consistent with the TSR calculation methodology under this Agreement.
“ Total Shareholder Return ” or “ TSR ” means, with respect to the TSR Performance Period, the compound annual total shareholder return of the Company (or of a company in the Peer Group, as applicable), as measured by the change in the price of the Stock of the Company (or common stock of a company in the Peer Group, as applicable) over the TSR Performance Period (positive or negative), calculated based on the Beginning Average Market Value as the beginning stock price and the Ending Average Market Value as the ending stock price and assuming dividends are reinvested based on the price of the Stock of the Company (or common stock of a company in the Peer Group, as applicable) on the last trading day of the month during which the ex-dividend date occurs.
“ Written Agreement ” means any written agreement between the Company and Participant or any written policy approved by the Administrator that applies to Participant.
1.2.      Incorporation of Terms of Plan . The Restricted Stock Units evidenced by the Grant Agreement and the Terms are also subject to the terms and conditions of the Plan, which are incorporated herein by reference.
II.
GRANT, VESTING AND DISTRIBUTION OF RESTRICTED STOCK UNITS
2.1.      Grant of Restricted Stock Units . Effective as of the grant date specified on the Grant Agreement (the “ Grant Date ”), the Company irrevocably grants to Participant an award of Restricted Stock Units, subject to the terms and conditions set forth in the Plan, the Grant Agreement and the Terms. Each Restricted Stock Unit represents the right to receive a share of the Company’s common stock, par

A-4







value $0.01 per share (“ Stock ”), at the time the Restricted Stock Unit is available for distribution in accordance with the terms and conditions set forth in the Plan and the Terms.
2.2.      Performance-Based Vesting of Restricted Stock Units .
(a)      Subject to Sections 2.2(b), 2.3 and 2.4, if each of the Performance EPS Target and the TSR Target is achieved, then the Restricted Stock Units shall vest in full on the Certification Date, subject to Participant’s continuous service with the Company through the Certification Date.
(b)      Subject to Sections 2.3 and 2.4, and notwithstanding anything else to the contrary contained herein, in the event that the Company fails to achieve the TSR Target and/or the Performance EPS Target, then no Restricted Stock Units shall vest, all of the Restricted Stock Units shall automatically terminate and be forfeited as of the Certification Date without further notice and at no cost to the Company, and Participant’s rights in the Restricted Stock Units, including without limitation any Dividend Equivalent Rights, shall thereupon lapse and expire.
(c)      Unless and until the Restricted Stock Units have vested in accordance with this Section 2.2, Participant shall have no right to any distribution made with respect to such Restricted Stock Units. Subject to Sections 2.3 and 2.4 or anything to the contrary in the Country-Specific Terms, as applicable, in the event of Participant’s Termination of Employment prior to the Certification Date, any Restricted Stock Units will automatically terminate and be forfeited as of the termination date without further notice and at no cost to the Company, and Participant’s rights in any such Restricted Stock Units and such portion of the Award, including without limitation any Dividend Equivalent Rights, shall thereupon lapse and expire.
2.3.      Effect of Death or Disability . Notwithstanding anything to the contrary in Section 2.2 or the Grant Agreement, and subject to Section 2.4:
(a)      In the event Participant’s Termination of Employment occurs by reason of Participant’s death or Participant’s permanent and total disability (within the meaning of Code Section 22(e)(3)), in either case, prior to or on December 31, 2016, then the Restricted Stock Units shall vest in full as of the termination date.
(b)      In the event Participant’s Termination of Employment occurs by reason of Participant’s death or Participant’s permanent and total disability (within the meaning of Code Section 22(e)(3)), in either case, following December 31, 2016 but prior to the Certification Date, the Restricted Stock Units shall remain outstanding and eligible to vest on the Certification Date based on the achievement of the Performance Goals in accordance with the Grant Agreement and Sections 2.2 and 2.4 hereof.
2.4.      Effect of Change in Control . Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in the event of a Change in Control that occurs prior to the Certification Date, the following provisions shall apply:
(a)      If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the

A-5







Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “ Substitute Award ”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Sections 2.4(c) and (d).
(b)      If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant remains continuously employed as of immediately prior to such Change in Control, then the Restricted Stock Units shall vest in full as of immediately prior to the Change in Control.
(c)      If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), in any case, prior to or on December 31, 2016, then the Restricted Stock Units shall vest in full as of the termination date.
(d)      If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), in any case, following December 31, 2016 but prior to the Certification Date, the Restricted Stock Units shall remain outstanding and eligible to vest on the Certification Date based on the achievement of the Performance Goals in accordance with the Grant Agreement and Section 2.2.
2.5.      Distribution of Stock .
(a)    Subject to Section 3.17, as soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Sections 2.2, 2.3 and 2.4 (such vesting, a “ Distribution Event ”), but in no event later than ten (10) days after such vesting date, the Company shall deliver to Participant a number of shares of Stock equal to the number of Restricted Stock Units subject to this Award that vest on the applicable vesting date (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Administrator in its sole discretion), provided that any such payment made pursuant to Section 2.4 above in the event of a Change in Control shall be made or deemed made immediately preceding and effective upon the occurrence of such Change in Control.

A-6







(b)    Distributions shall be made by the Company in the form of shares of Stock. The Administrator may in its discretion issue fractional Shares or eliminate fractional Restricted Stock Units by rounding down to the nearest whole Share.
2.6.      Dividend Equivalent Rights . Effective as of the Grant Date, the Company irrevocably grants to Participant Dividend Equivalent Rights (as defined below) with respect to each Restricted Stock Unit that vests pursuant to Section 2.2, 2.3 or 2.4 or pursuant to the Country-Specific Terms, if applicable, subject to the terms and conditions of the Plan and the Terms. “ Dividend Equivalent Right ” means a right to receive an amount equal to the aggregate amount of dividends, if any, paid to the Company’s stockholders on one share of Stock where the record date(s) for such dividends occurred during the period from the Grant Date through and including the day immediately preceding the date the share of Stock subject to the Restricted Stock Unit to which such Dividend Equivalent Right relates is distributed to Participant pursuant to Section 2.5 (the “ Dividend Equivalent Term” ). The amount so paid shall be termed the “ Dividend Equivalent Amount ”. The Company shall determine, in its discretion, whether the Dividend Equivalent Amount shall be paid to Participant in the form of Stock or cash, and the time and manner in which the Dividend Equivalent Amount shall be credited to Participant during the Dividend Equivalent Term. Each Dividend Equivalent Right shall terminate as of the date the share of Stock subject to the Restricted Stock Unit to which such Dividend Equivalent Right relates is distributed. Dividend Equivalent Rights shall not be paid to Participant for any Restricted Stock Units that do not vest pursuant to Sections 2.2 through 2.4 above or pursuant to the Country-Specific Terms.
2.7.      Conditions to Issuance of Stock Certificates . The shares of Stock deliverable upon settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock in settlement of the Restricted Stock Units, the Dividend Equivalent Rights, or any portion of either, prior to fulfillment of all of the following conditions:
(a)      The admission of such shares to listing on all stock exchanges on which such Stock is then listed;
(b)      The completion of any registration or other qualification of such shares under any state, federal, foreign or local law or under rulings or regulations of the U.S. Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its sole and absolute discretion, deem necessary or advisable;
(c)      The obtaining of any approval or other clearance from any state, federal, foreign or local governmental agency which the Administrator shall, in its sole and absolute discretion, determine to be necessary or advisable;
(d)      The receipt by the Company (or other employer) of full payment of any Tax- Related Items (as defined in Section 3.14(a)); and
(e)      The lapse of such reasonable period of time following the applicable Distribution Event as the Administrator may from time to time establish for reasons of administrative convenience.

A-7







2.8.      Rights as Stockholder . The holder of the Restricted Stock Units or Dividend Equivalent Rights shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares issuable or deliverable upon settlement of the Restricted Stock Units or Dividend Equivalent Rights, or any part thereof, unless and until such shares shall have been issued by the Company to such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
III.
OTHER PROVISIONS
3.1.      Administration . The Administrator shall have the power to interpret the Plan and the Terms and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be binding, conclusive and final upon Participant, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Terms, the Restricted Stock Units or the Dividend Equivalent Rights. In its sole and absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan and the Terms, subject to Section 13.2 of the Plan.
3.2.      Limited Transferability .
(a)      Subject to Section 3.2(b), the Restricted Stock Units may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Neither the Restricted Stock Units nor any interest or right therein or part thereof shall be liable for Participant’s debts, contracts or engagements or the debts, contracts or engagements of Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.
(b)      Notwithstanding any other provision of the Terms, if Participant resides in the U.S. and the Administrator consents, Participant may transfer the Restricted Stock Units to one or more “Permitted Transferees” (as defined in the Plan), subject to the following terms and conditions:
(i)      the Restricted Stock Units shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution;
(ii)      the Restricted Stock Units shall continue to be subject to all the terms and conditions of the Plan and the Terms, as amended from time to time, as applicable to Participant (other than the ability to further transfer the Restricted Stock Units); and
(iii)      Participant and the Permitted Transferee execute any and all documents requested by the Company, including, without limitation documents to (A) confirm the status of

A-8







the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal and state securities laws, and (C) evidence the transfer.
3.3.      Restrictive Legends and Stop-Transfer Orders .
(a)      Any share certificate(s) evidencing the shares of Stock issued hereunder shall be endorsed with any legend(s) that may be required by applicable federal, state or foreign securities laws, to be placed on the certificate(s) evidencing such shares.
(b)      Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
(c)      The Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in violation of any of the provisions of the Terms, or (ii) to treat as owner of such shares of Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
3.4.      Nature of Grant . In accepting the grant of Restricted Stock Units, Participant acknowledges, understands and agrees that:
(a)      the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)      the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past;
(c)      subject to the terms of any other plan or program applicable to a Participant or any Written Agreement between the Company or a Subsidiary and a Participant, all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;
(d)      nothing in the Plan or the Terms shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s employment or services at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a Written Agreement between the Company or an Affiliate and Participant;
(e)      Participant is voluntarily participating in the Plan;
(f)      the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not intended to replace any pension rights;

A-9







(g)      the future value of the underlying shares of Stock is unknown and cannot be predicted;
(h)      no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant’s Termination of Employment by the Employer (as defined in Section 3.14(a)) or the Company (for any reason whatsoever and whether or not in breach of local labor laws), and as a condition to receiving the grant of Restricted Stock Units, Participant irrevocably agrees (i) never to institute any claim against the Company or the Employer, in the event of any such forfeiture, (ii) to waive his or her ability, if any, to bring any such claim, and (iii) to release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(i)      except as provided otherwise in Section 2.3 or 2.4, in the event of Participant’s Termination of Employment (whether or not in breach of local labor laws), Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s Restricted Stock Unit grant;
(j)      for Participants who reside outside of the U.S., the following additional provisions shall apply:
(i)      the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Participant’s employment contract, if any;
(ii)      except as explicitly provided pursuant to the terms of a written benefit plan maintained by the Company or a Subsidiary, the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate of the Company; and
(iii)      Participant acknowledges and agrees that none of the Company, the Employer or any Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any shares of Stock acquired upon settlement.

A-10







3.5.      Shares to Be Reserved . The Company shall at all times prior to the settlement or forfeiture of the Restricted Stock Units reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Terms.
3.6.      Notices . All notices or other communications required or permitted hereunder shall be in writing, and shall be deemed duly given only when delivered in person or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the local postal service, addressed as follows:
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.

By a notice given pursuant to this Section 3.6, either party may thereafter designate a different address for notices to be given to that party.
3.7.      Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Terms.
3.8.      Governing Law; Venue . The Terms shall be administered, interpreted and enforced under the laws of the State of Delaware, without regard to conflicts of law principles thereof.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Terms, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Orange County, California, or the U.S. federal courts for the Central District of California, and no other courts, where this grant is made and/or to be performed.
3.9.      Severability . Should any provision of the Terms be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
3.10.      Conformity to Securities Laws . Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the U.S. Securities Act and the Exchange Act and any and all regulations and rules promulgated by the U.S. Securities and Exchange Commission thereunder, and state and foreign securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Stock Units shall be granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the Terms shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

A-11







3.11.      Amendments . Except as explicitly prohibited by the Plan, the Terms may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided, that, except as may otherwise be provided by the Plan, no termination, amendment, or modification of the Terms shall adversely affect the Restricted Stock Units in any material way without Participant’s prior written consent. The Terms may not be modified, suspended or terminated except by an instrument in writing signed by a duly authorized representative of the Company and, if Participant’s consent is required, by Participant.
3.12.      Successors and Assigns . The Company may assign any of its rights with respect to the Restricted Stock Units to single or multiple assignees, and the Terms shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in Section 3.2, the Terms shall be binding upon Participant and Participant’s heirs, executors, administrators, successors and assigns.
3.13.      Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or the Terms, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Restricted Stock Units and the Terms shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Terms shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
3.14.      Taxes .
(a)      Regardless of any action the Company or Participant’s employer (the “ Employer ”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“ Tax-Related Items ”), Participant acknowledges that the ultimate liability for all Tax- Related Items is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items with respect to the issuance of the Restricted Stock Units or Dividend Equivalent Rights, the distribution of shares of Stock with respect thereto, or any other taxable event related to the Restricted Stock Units or Dividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units or Dividend Equivalent Rights to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax- Related Items in more than one jurisdiction.
(b)      Prior to any relevant taxable or tax withholding event, as applicable, Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their

A-12







respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(i)      withholding from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; or
(ii)      withholding from proceeds of the sale of shares of Stock acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or
(iii)      withholding a number of vested shares of Stock otherwise issuable to Participant; or
(iv)      for Participants who reside in the U.S. only, by accepting vested shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for all Tax-Related Items.
(c)      To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in the Plan.
(d)      Participant shall pay to the Company or the Employer any amount of Tax- Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company shall not be obligated to deliver any certificate representing shares of Stock issuable with respect to the Restricted Stock Units or Dividend Equivalent Rights to Participant or his legal representative unless and until Participant or his legal representative shall have paid or otherwise satisfied in full the amount of all Tax-Related Items applicable with respect to the taxable income of Participant resulting from the grant of the Restricted Stock Units or Dividend Equivalent Rights, the distribution of the shares of Stock issuable with respect thereto, or any other taxable event related to the Restricted Stock Units or Dividend Equivalent Rights.
3.15.      Data Privacy . This Section 3.15 applies to Participant only if Participant resides outside the U.S. If Participant resides outside the U.S., then Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in these Terms and any other Restricted Stock Unit grant materials by and among, as applicable, the Employer, the Company and its Affiliates for the purpose of implementing, administering and managing Participant’s participation in the Plan.

A-13







Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).
Participant understands that Data will be transferred to Charles Schwab & Co., Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, Charles Schwab & Co., Inc., and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative.
3.16.      Unfunded, Unsecured Obligations . The obligations of the Company under the Plan and the Terms shall be unfunded and unsecured, and nothing contained herein shall be construed as providing for assets to be held in trust or escrow or any other form of segregation of the assets of the Company for the benefit of Participant or any other person. Participant shall have only the rights of a general, unsecured creditor of the Company with respect to the Restricted Stock Units, unless and until shares of Stock shall be distributed to Participant under the terms and conditions set forth herein.
3.17.      Compliance with Internal Revenue Code Section 409A . Notwithstanding any provision to the contrary in this document or the Grant Agreement, for Participants who are U.S. taxpayers, the Restricted Stock Units and Dividend Equivalent Rights granted hereunder are not intended to provide for any deferral of compensation subject to Code Section 409A and, accordingly, the Organization & Compensation Committee of the Company’s Board of Directors shall complete the Written Certification (as defined in the Grant Agreement) required hereunder, and the benefits provided pursuant hereto shall be paid, on or before than the later of: (i) the fifteenth day of the third month following Participant’s first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the

A-14







fifteenth day of the third month following the first taxable year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, in each case, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder.
3.18.      No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying shares of Stock. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
3.19.      Language . If Participant has received these Terms or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
3.20.      Electronic Delivery . the Company may, in its sole discretion, deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
3.21.      Country-Specific Terms . Notwithstanding anything to the contrary herein, the Restricted Stock Unit grant shall be subject to the Country-Specific Terms, if any, for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Country-Specific Terms, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Country-Specific Terms constitute part of these Terms and are incorporated herein by reference.
3.22.      Imposition of Other Requirements . The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
3.23.      Currency . All calculations under the Plan shall be prepared based on U.S. dollars. Amounts denominated in any currency other than U.S. dollars shall be converted into U.S. dollars on the basis of the Exchange Rate in effect on the relevant date. The “ Exchange Rate ” shall be the rate at which the relevant currency is converted into U.S. dollars, as reported on the relevant date in The Wall Street Journal (or such other reliable source as may be selected from time to time by the Administrator in its discretion).
3.24.      Waiver . Participant acknowledges that a waiver by the Company of a breach of any provision of the Terms shall not operate or be construed as a waiver of any other provision of the Terms, or of any subsequent breach by Participant or any other participant.

A-15







3.25.      Exclusive List of Accelerated Vesting Provisions . Notwithstanding anything to the contrary in the Plan or any other plan, policy, program or agreement, Sections 2.2, 2.3 and 2.4 set forth the exclusive list of circumstances under which the Restricted Stock Units may become vested. Participant agrees that the circumstances under which the Restricted Stock Units will vest may be modified or amended only by an instrument in writing specifically referencing the provisions of this Section 3.25, signed by Participant and a duly authorized representative of the Company.
3.26.      Coverage under Recoupment Policy . Participant acknowledges and agrees that, except to the extent prohibited by applicable law, the Restricted Stock Units and any and all shares of Stock, cash, cash equivalents, assets or securities received by or distributed to Participant in settlement of the Restricted Stock Units shall be subject to any policy on the recovery of compensation that the Board (or a duly authorized committee thereof) or the Company may adopt, including any such policy adopted after the Grant Date.
3.27.      Adjustments .  Participant acknowledges that the Restricted Stock Units are subject to modification and termination in certain events as provided in this Agreement and Article 14 of the Plan.
3.28.      Entire Agreement . The Plan and the Terms constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.


A-16







EXHIBIT A-1
TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT AGREEMENT

PEER GROUP

Abbott Laboratories
Abbvie Inc.
Actavis, Inc.
Alexion Pharmaceuticals, Inc.
Amgen Inc.
Biogen Idec Inc.
Bristol-Myers Squibb Company
Celgene Corporation
Eli Lilly and Company
Endo International plc
Gilead Sciences, Inc.
Regeneron Pharmaceuticals, Inc.
St. Jude Medical, Inc.
Stryker Corporation
Valeant Pharmaceuticals International, Inc.

A-1-1








EXHIBIT 31.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
I, David E.I. Pyott, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q 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:
 
(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

5. 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

(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)
Date: November  4 , 2014




EXHIBIT 31.2

 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
I, James M. Hindman, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q 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:
 
(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

5. 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

(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/ JAMES M. HINDMAN
 
James M. Hindman
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
Date: November  4 , 2014





EXHIBIT 32
 
The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Certification of Principal Executive Officer
 
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Allergan, Inc., a Delaware corporation (the “Company”), hereby certifies, to his knowledge, that:
 
(i)
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 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)
Dated: November  4 , 2014
 
A signed original of this written statement required by Section 906 has been provided to Allergan, Inc. and will be retained by Allergan, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
 
Certification of Principal Financial Officer
 
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Allergan, Inc., a Delaware corporation (the “Company”), hereby certifies, to his knowledge, that:
 
(i)
the accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 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/ JAMES M. HINDMAN
 
James M. Hindman
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
 Dated: November  4 , 2014
 
A signed original of this written statement required by Section 906 has been provided to Allergan, Inc. and will be retained by Allergan, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.