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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|||
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For the Fiscal Year Ended December 31, 2014
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-1622442
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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|
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2525 Dupont Drive
Irvine, California
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92612
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 Par Value
|
New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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Item 1.
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||
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Year Ended December 31,
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||||||||||
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2014
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2013
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2012
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||||||
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(dollars in millions)
|
||||||||||
Specialty Pharmaceuticals Segment Product Net Sales by Product Line
|
|
||||||||||
Eye Care Pharmaceuticals
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$
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3,257.9
|
|
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$
|
2,890.3
|
|
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$
|
2,692.2
|
|
Botox
®
/Neuromodulators
|
2,230.6
|
|
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1,982.2
|
|
|
1,766.3
|
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|||
Skin Care and Other
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523.6
|
|
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466.5
|
|
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326.1
|
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|||
Total Specialty Pharmaceuticals Segment Product Net Sales
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$
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6,012.1
|
|
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$
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5,339.0
|
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$
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4,784.6
|
|
|
|
|
|
|
|
||||||
Medical Devices Segment Product Net Sales by Product Line
|
|
|
|
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|
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|||
Breast Aesthetics
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$
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406.7
|
|
|
$
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377.9
|
|
|
$
|
377.1
|
|
Facial Aesthetics
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661.8
|
|
|
477.5
|
|
|
387.6
|
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|||
Core Medical Devices
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1,068.5
|
|
|
855.4
|
|
|
764.7
|
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|||
Other (1)
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45.5
|
|
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3.1
|
|
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—
|
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|||
Total Medical Devices Segment Product Net Sales
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$
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1,114.0
|
|
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$
|
858.5
|
|
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$
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764.7
|
|
|
|
|
|
|
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||||||
Specialty Pharmaceuticals Segment Operating Income (2)
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$
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2,832.3
|
|
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$
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2,282.0
|
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$
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1,997.7
|
|
Medical Devices Segment Operating Income (2)
|
382.9
|
|
|
246.2
|
|
|
229.1
|
|
|||
|
|
|
|
|
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||||||
Consolidated Product Net Sales
|
|
|
|
|
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||||||
Domestic
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63.4
|
%
|
|
62.0
|
%
|
|
60.9
|
%
|
|||
International
|
36.6
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%
|
|
38.0
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%
|
|
39.1
|
%
|
|||
|
|
|
|
|
|
||||||
Consolidated Long-Lived Assets
|
|
|
|
|
|
|
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|||
Domestic
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$
|
4,497.0
|
|
|
$
|
4,274.7
|
|
|
$
|
3,242.9
|
|
International
|
725.7
|
|
|
674.7
|
|
|
649.8
|
|
(1)
|
Other medical devices product sales consist of sales made pursuant to transition services agreements with Apollo Endosurgery, Inc., or Apollo, related to the sale of our obesity intervention business unit.
|
(2)
|
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, 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.
|
•
|
the prophylactic treatment of headaches in adult patients with chronic migraine (characterized by 15 or more days per month with a headache lasting four or more hours per day);
|
•
|
treatment of overactive bladder (OAB) with symptoms of urge urinary incontinence, urgency, and frequency, in adults who have an inadequate response to or are intolerant of an anticholinergic medication;
|
•
|
treatment of urinary incontinence due to detrusor overactivity associated with a neurologic condition in adults who have an inadequate response to or are intolerant of an anticholinergic medication;
|
•
|
treatment of upper limb spasticity in adult patients;
|
•
|
treatment of cervical dystonia, or sustained contractions or spasms of muscles in the shoulders or neck, in adults, and associated neck pain;
|
•
|
treatment of severe axillary hyperhidrosis, or underarm sweating, in adults that is inadequately managed by topical agents;
|
•
|
treatment of blepharospasm, or the uncontrollable contraction of the eyelid muscles, associated with dystonia in people 12 years of age or older; and
|
•
|
treatment of strabismus, or misalignment of the eyes, in people 12 years of age and over.
|
•
|
a license agreement with Medytox pursuant to which we obtained 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;
|
•
|
a license agreement with Molecular Partners AG pursuant to which we obtained exclusive global rights in the field of ophthalmology for AGN-150998, a Phase II proprietary therapeutic
DARPin
®
protein targeting vascular endothelial growth factor receptors under investigation for the treatment of retinal diseases;
|
•
|
an exclusive license agreement with Molecular Partners AG to design, develop and commercialize a potent dual anti-VEGF-A/PDGF-B
DARPin
®
(AGN-151200) and its corresponding backups for the treatment of exudative age-related macular degeneration, or AMD, and related conditions;
|
•
|
an exclusive discovery alliance agreement with Molecular Partners AG to design and develop
DARPin
®
products against selected targets that are implicated in causing serious diseases of the eye;
|
•
|
an exclusive license agreement with Serenity to develop and commercialize Ser-120, a nasally administered low dosage formulation of desmopressin currently in Phase III clinical trials for the treatment of nocturia; and
|
•
|
a license from Merck & Co., formerly Inspire Pharmaceuticals, Inc., pursuant to which we pay royalties based on our net sales of
Restasis
®
and any other human ophthalmic formulations of cyclosporine owned or controlled by us.
|
•
|
a royalty-bearing license to GlaxoSmithKline for clinical development and commercial rights to
Botox
®
for therapeutic indications in Japan;
|
•
|
an exclusive licensing agreement with Senju pursuant to which Senju is responsible for the development and commercialization of
Lumigan
®
in Japan;
|
•
|
an exclusive licensing agreement with Kyorin, which Kyorin subsequently sublicensed to Senju, pursuant to which Senju is responsible for the development and commercialization of our
Alphagan
®
P
products,
including
Aiphagan
®
, in Japan;
|
•
|
a royalty-bearing license to Merz Pharmaceuticals, or Merz, pursuant to which Merz pays royalties with regard to
Xeomin
®
in certain European countries where we have issued or pending patents;
|
•
|
a royalty-bearing license to Alcon for brimonidine
0.15% in the United States;
|
•
|
and a royalty-bearing license to US WorldMeds with regard to MyoBloc®/Neurobloc®.
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Name
|
Age
|
Principal Positions with Allergan
|
David E.I. Pyott
|
61
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
Douglas S. Ingram
|
52
|
President
|
James F. Barlow
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56
|
Senior Vice President, Corporate Controller
(Principal Accounting Officer)
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Raymond H. Diradoorian
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57
|
Executive Vice President, Global Technical Operations
|
Julian S. Gangolli
|
57
|
Corporate Vice President and President, North America
|
James M. Hindman
|
54
|
Executive Vice President, Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|
Arnold A. Pinkston
|
56
|
Executive Vice President, General Counsel and Assistant Secretary
|
Scott D. Sherman
|
49
|
Executive Vice President, Human Resources
|
Scott M. Whitcup, M.D.
|
55
|
Executive Vice President, Research & Development,
Chief Scientific Officer
|
•
|
our inability to fully control the amount and timing of resources our collaborative partners may devote to products based on the collaboration, and our partners may choose to pursue alternative products to the detriment of our collaboration;
|
•
|
counterparties may not perform their obligations as expected;
|
•
|
we could become involved in disputes with counterparties, which could lead to delays or termination of the collaborations and time-consuming and expensive litigation or arbitration; and
|
•
|
counterparties can terminate the collaboration agreement under certain circumstances.
|
•
|
conforming standards, controls, procedures and policies, operating divisions, business cultures and compensation structures;
|
•
|
retaining key employees;
|
•
|
retaining existing customers and attracting new customers;
|
•
|
consolidating operational infrastructure, including information technology, accounting systems and administration;
|
•
|
mitigating the risk of unknown liabilities; and
|
•
|
managing tax costs or inefficiencies associated with integrating operations.
|
•
|
diversion of resources and management’s attention from the operation of the business;
|
•
|
loss of key employees following such a transaction;
|
•
|
insufficient proceeds to offset transaction related expenses;
|
•
|
negative effects on our reported results of operations from disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets; and
|
•
|
damage to our existing customer and supplier relationships.
|
•
|
reductions in the reimbursement amounts we receive for our products from foreign governments and foreign insurance providers;
|
•
|
unexpected changes in foreign regulatory requirements, including quality standards and other certification requirements;
|
•
|
adverse changes in trade protection measures, including tariffs and export license requirements;
|
•
|
availability of foreign exchange for imports; and
|
•
|
difficulties in coordinating and managing foreign operations, including ensuring that foreign operations comply with foreign laws as well as U.S. laws applicable to U.S. companies with foreign operations, such as export laws and the FCPA.
|
•
|
the diversion of management’s attention to integration matters;
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth;
|
•
|
prospects from the combination;
|
•
|
difficulties in the integration of operations and systems;
|
•
|
conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;
|
•
|
difficulties in the assimilation of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Actavis Merger;
|
•
|
challenges in attracting and retaining key personnel; and
|
•
|
coordinating a geographically dispersed organization.
|
Item 5.
|
Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
12/09
|
12/10
|
12/11
|
12/12
|
12/13
|
12/14
|
|
|
|
|
|
|
|
|
Allergan, Inc.
|
|
100.00
|
109.33
|
140.04
|
146.74
|
178.05
|
341.20
|
S&P 500
|
|
100.00
|
115.06
|
117.49
|
136.30
|
180.44
|
205.14
|
Old Peer Group
|
|
100.00
|
100.52
|
118.45
|
141.77
|
212.21
|
262.73
|
New Peer Group
|
|
100.00
|
102.47
|
126.34
|
159.97
|
251.12
|
323.32
|
|
2014
|
|
2013
|
||||||||||||||||||||
Calendar Quarter
|
Low
|
|
High
|
|
Div.
|
|
Low
|
|
High
|
|
Div.
|
||||||||||||
First
|
$
|
109.64
|
|
|
$
|
132.04
|
|
|
$
|
0.05
|
|
|
$
|
92.19
|
|
|
$
|
112.30
|
|
|
$
|
0.05
|
|
Second
|
115.94
|
|
|
174.49
|
|
|
0.05
|
|
|
81.33
|
|
|
116.45
|
|
|
0.05
|
|
||||||
Third
|
151.11
|
|
|
181.94
|
|
|
0.05
|
|
|
82.56
|
|
|
93.25
|
|
|
0.05
|
|
||||||
Fourth
|
167.48
|
|
|
214.66
|
|
|
0.05
|
|
|
88.34
|
|
|
111.45
|
|
|
0.05
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (2)
|
|||||
October 1, 2014 to October 31, 2014
|
4,006
|
|
|
$
|
184.30
|
|
|
—
|
|
|
8,692,770
|
|
November 1, 2014 to November 30, 2014
|
10,087
|
|
|
191.92
|
|
|
—
|
|
|
9,755,351
|
|
|
December 1, 2014 to December 31, 2014
|
6,624
|
|
|
211.70
|
|
|
—
|
|
|
10,026,824
|
|
|
Total
|
20,717
|
|
|
$
|
196.77
|
|
|
—
|
|
|
N/A
|
|
(1)
|
We maintain an evergreen stock repurchase program, which we first announced on September 28, 1993. Under the stock repurchase program, we may maintain up to 18.4 million repurchased shares in our treasury account at any one time. At December 31,
2014
, we held approximately
8.4 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 fourth 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 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Product net sales
|
$
|
7,126.1
|
|
|
$
|
6,197.5
|
|
|
$
|
5,549.3
|
|
|
$
|
5,144.0
|
|
|
$
|
4,819.6
|
|
Other revenues
|
111.8
|
|
|
102.9
|
|
|
97.3
|
|
|
72.0
|
|
|
99.8
|
|
|||||
Total revenues
|
7,237.9
|
|
|
6,300.4
|
|
|
5,646.6
|
|
|
5,216.0
|
|
|
4,919.4
|
|
|||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excludes amortization of intangible assets)
|
842.4
|
|
|
795.8
|
|
|
751.2
|
|
|
718.0
|
|
|
722.0
|
|
|||||
Selling, general and administrative
|
2,837.2
|
|
|
2,519.4
|
|
|
2,193.1
|
|
|
2,158.3
|
|
|
2,017.6
|
|
|||||
Research and development
|
1,191.6
|
|
|
1,042.3
|
|
|
977.3
|
|
|
871.5
|
|
|
804.6
|
|
|||||
Amortization of intangible assets
|
112.4
|
|
|
116.7
|
|
|
90.2
|
|
|
86.1
|
|
|
138.0
|
|
|||||
Legal settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
609.2
|
|
|||||
Impairment of intangible assets and related costs
|
—
|
|
|
11.4
|
|
|
22.3
|
|
|
7.6
|
|
|
369.1
|
|
|||||
Restructuring charges (reversal)
|
245.0
|
|
|
5.5
|
|
|
1.5
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||||
Operating income
|
2,009.3
|
|
|
1,809.3
|
|
|
1,611.0
|
|
|
1,374.6
|
|
|
258.6
|
|
|||||
Non-operating expense
|
(20.0
|
)
|
|
(78.5
|
)
|
|
(80.0
|
)
|
|
(65.4
|
)
|
|
(87.8
|
)
|
|||||
Earnings from continuing operations before income taxes
|
1,989.3
|
|
|
1,730.8
|
|
|
1,531.0
|
|
|
1,309.2
|
|
|
170.8
|
|
|||||
Earnings from continuing operations
|
1,532.6
|
|
|
1,272.5
|
|
|
1,100.7
|
|
|
949.6
|
|
|
4.9
|
|
|||||
(Loss) earnings from discontinued operations
|
(3.8
|
)
|
|
(283.8
|
)
|
|
1.8
|
|
|
(11.5
|
)
|
|
—
|
|
|||||
Net earnings attributable to noncontrolling interest
|
4.6
|
|
|
3.6
|
|
|
3.7
|
|
|
3.6
|
|
|
4.3
|
|
|||||
Net earnings attributable to Allergan, Inc.
|
$
|
1,524.2
|
|
|
$
|
985.1
|
|
|
$
|
1,098.8
|
|
|
$
|
934.5
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
$
|
5.13
|
|
|
$
|
4.28
|
|
|
$
|
3.64
|
|
|
$
|
3.11
|
|
|
$
|
0.00
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.96
|
)
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
|||||
Diluted earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
5.03
|
|
|
$
|
4.20
|
|
|
$
|
3.57
|
|
|
$
|
3.05
|
|
|
$
|
0.00
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.94
|
)
|
|
0.01
|
|
|
(0.04
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends per share
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
$
|
6,871.2
|
|
|
$
|
5,319.7
|
|
|
$
|
4,934.9
|
|
|
$
|
4,048.3
|
|
|
$
|
3,993.7
|
|
Working capital
|
5,313.9
|
|
|
4,075.4
|
|
|
3,839.4
|
|
|
3,093.3
|
|
|
2,465.3
|
|
|||||
Total assets
|
12,415.7
|
|
|
10,574.3
|
|
|
9,179.3
|
|
|
8,508.6
|
|
|
8,308.1
|
|
|||||
Long-term debt, excluding current portion
|
2,085.3
|
|
|
2,098.3
|
|
|
1,512.4
|
|
|
1,515.4
|
|
|
1,534.2
|
|
|||||
Total stockholders’ equity
|
7,753.0
|
|
|
6,463.2
|
|
|
5,837.1
|
|
|
5,309.6
|
|
|
4,757.7
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
Change in Product Net Sales
|
|
Percent Change in Product Net Sales
|
|||||||||||||||||||||||
|
2014
|
|
2013
|
|
Total
|
|
Performance
|
|
Currency
|
|
Total
|
|
Performance
|
|
Currency
|
|||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Net Sales by Product Line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Eye Care Pharmaceuticals
|
$
|
3,257.9
|
|
|
$
|
2,890.3
|
|
|
$
|
367.6
|
|
|
$
|
407.1
|
|
|
$
|
(39.5
|
)
|
|
12.7
|
%
|
|
14.1
|
%
|
|
(1.4
|
)%
|
Botox
®
/Neuromodulator
|
2,230.6
|
|
|
1,982.2
|
|
|
248.4
|
|
|
280.6
|
|
|
(32.2
|
)
|
|
12.5
|
%
|
|
14.2
|
%
|
|
(1.7
|
)%
|
|||||
Skin Care and Other
|
523.6
|
|
|
466.5
|
|
|
57.1
|
|
|
58.3
|
|
|
(1.2
|
)
|
|
12.2
|
%
|
|
12.5
|
%
|
|
(0.3
|
)%
|
|||||
Total Specialty
Pharmaceuticals
|
6,012.1
|
|
|
5,339.0
|
|
|
673.1
|
|
|
746.0
|
|
|
(72.9
|
)
|
|
12.6
|
%
|
|
14.0
|
%
|
|
(1.4
|
)%
|
|||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Breast Aesthetics
|
406.7
|
|
|
377.9
|
|
|
28.8
|
|
|
33.8
|
|
|
(5.0
|
)
|
|
7.6
|
%
|
|
8.9
|
%
|
|
(1.3
|
)%
|
|||||
Facial Aesthetics
|
661.8
|
|
|
477.5
|
|
|
184.3
|
|
|
199.4
|
|
|
(15.1
|
)
|
|
38.6
|
%
|
|
41.8
|
%
|
|
(3.2
|
)%
|
|||||
Core Medical Devices
|
1,068.5
|
|
|
855.4
|
|
|
213.1
|
|
|
233.2
|
|
|
(20.1
|
)
|
|
24.9
|
%
|
|
27.3
|
%
|
|
(2.4
|
)%
|
|||||
Other
|
45.5
|
|
|
3.1
|
|
|
42.4
|
|
|
42.4
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Total Medical Devices
|
1,114.0
|
|
|
858.5
|
|
|
255.5
|
|
|
275.6
|
|
|
(20.1
|
)
|
|
29.8
|
%
|
|
32.1
|
%
|
|
(2.3
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total product net sales
|
$
|
7,126.1
|
|
|
$
|
6,197.5
|
|
|
$
|
928.6
|
|
|
$
|
1,021.6
|
|
|
$
|
(93.0
|
)
|
|
15.0
|
%
|
|
16.5
|
%
|
|
(1.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Domestic product net sales
|
63.4
|
%
|
|
62.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International product net sales
|
36.6
|
%
|
|
38.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Selected Product Net Sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alphagan
®
P
,
Alphagan
®
and
Combigan
®
|
$
|
515.4
|
|
|
$
|
474.1
|
|
|
$
|
41.3
|
|
|
$
|
48.8
|
|
|
$
|
(7.5
|
)
|
|
8.7
|
%
|
|
10.3
|
%
|
|
(1.6
|
)%
|
Lumigan
®
Franchise
|
662.6
|
|
|
625.3
|
|
|
37.3
|
|
|
42.4
|
|
|
(5.1
|
)
|
|
6.0
|
%
|
|
6.8
|
%
|
|
(0.8
|
)%
|
|||||
Total Glaucoma Products
|
1,186.3
|
|
|
1,108.5
|
|
|
77.8
|
|
|
90.5
|
|
|
(12.7
|
)
|
|
7.0
|
%
|
|
8.2
|
%
|
|
(1.2
|
)%
|
|||||
Restasis
®
|
1,083.7
|
|
|
940.0
|
|
|
143.7
|
|
|
149.4
|
|
|
(5.7
|
)
|
|
15.3
|
%
|
|
15.9
|
%
|
|
(0.6
|
)%
|
|||||
Latisse
®
|
98.6
|
|
|
100.0
|
|
|
(1.4
|
)
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.4
|
)%
|
|
(0.4
|
)%
|
|
(1.0
|
)%
|
|||||
Total Specialty Pharmaceuticals and Core Medical Devices
|
7,080.6
|
|
|
6,194.4
|
|
|
886.2
|
|
|
979.2
|
|
|
(93.0
|
)
|
|
14.3
|
%
|
|
15.8
|
%
|
|
(1.5
|
)%
|
|
Year Ended December 31,
|
|
Change in Product Net Sales
|
|
Percent Change in Product Net Sales
|
|||||||||||||||||||||||
|
2013
|
|
2012
|
|
Total
|
|
Performance
|
|
Currency
|
|
Total
|
|
Performance
|
|
Currency
|
|||||||||||||
|
(in millions)
|
|
|
|
|
|
|
|||||||||||||||||||||
Net Sales by Product Line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Eye Care Pharmaceuticals
|
$
|
2,890.3
|
|
|
$
|
2,692.2
|
|
|
$
|
198.1
|
|
|
$
|
216.2
|
|
|
$
|
(18.1
|
)
|
|
7.4
|
%
|
|
8.0
|
%
|
|
(0.6
|
)%
|
Botox
®
/Neuromodulator
|
1,982.2
|
|
|
1,766.3
|
|
|
215.9
|
|
|
233.6
|
|
|
(17.7
|
)
|
|
12.2
|
%
|
|
13.2
|
%
|
|
(1.0
|
)%
|
|||||
Skin Care and Other
|
466.5
|
|
|
326.1
|
|
|
140.4
|
|
|
140.9
|
|
|
(0.5
|
)
|
|
43.1
|
%
|
|
43.2
|
%
|
|
(0.1
|
)%
|
|||||
Total Specialty Pharmaceuticals
|
5,339.0
|
|
|
4,784.6
|
|
|
554.4
|
|
|
590.7
|
|
|
(36.3
|
)
|
|
11.6
|
%
|
|
12.3
|
%
|
|
(0.7
|
)%
|
|||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Breast Aesthetics
|
377.9
|
|
|
377.1
|
|
|
0.8
|
|
|
2.1
|
|
|
(1.3
|
)
|
|
0.2
|
%
|
|
0.6
|
%
|
|
(0.4
|
)%
|
|||||
Facial Aesthetics
|
477.5
|
|
|
387.6
|
|
|
89.9
|
|
|
93.4
|
|
|
(3.5
|
)
|
|
23.2
|
%
|
|
24.1
|
%
|
|
(0.9
|
)%
|
|||||
Core Medical Devices
|
855.4
|
|
|
764.7
|
|
|
90.7
|
|
|
95.5
|
|
|
(4.8
|
)
|
|
11.9
|
%
|
|
12.5
|
%
|
|
(0.6
|
)%
|
|||||
Other
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Total Medical Devices
|
858.5
|
|
|
764.7
|
|
|
93.8
|
|
|
98.6
|
|
|
(4.8
|
)
|
|
12.3
|
%
|
|
12.9
|
%
|
|
(0.6
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total product net sales
|
$
|
6,197.5
|
|
|
$
|
5,549.3
|
|
|
$
|
648.2
|
|
|
$
|
689.3
|
|
|
$
|
(41.1
|
)
|
|
11.7
|
%
|
|
12.4
|
%
|
|
(0.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Domestic product net sales
|
62.0
|
%
|
|
60.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
International product net sales
|
38.0
|
%
|
|
39.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Selected Product Net Sales (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alphagan
®
P
,
Alphagan
®
and
Combigan
®
|
$
|
474.1
|
|
|
$
|
453.2
|
|
|
$
|
20.9
|
|
|
$
|
24.1
|
|
|
$
|
(3.2
|
)
|
|
4.6
|
%
|
|
5.3
|
%
|
|
(0.7
|
)%
|
Lumigan
®
Franchise
|
625.3
|
|
|
622.6
|
|
|
2.7
|
|
|
1.7
|
|
|
1.0
|
|
|
0.4
|
%
|
|
0.3
|
%
|
|
0.1
|
%
|
|||||
Total Glaucoma Products
|
1,108.5
|
|
|
1,085.8
|
|
|
22.7
|
|
|
25.3
|
|
|
(2.6
|
)
|
|
2.1
|
%
|
|
2.3
|
%
|
|
(0.2
|
)%
|
|||||
Restasis
®
|
940.0
|
|
|
792.0
|
|
|
148.0
|
|
|
150.3
|
|
|
(2.3
|
)
|
|
18.7
|
%
|
|
19.0
|
%
|
|
(0.3
|
)%
|
|||||
Latisse
®
|
100.0
|
|
|
97.3
|
|
|
2.7
|
|
|
3.1
|
|
|
(0.4
|
)
|
|
2.7
|
%
|
|
3.2
|
%
|
|
(0.5
|
)%
|
|||||
Total Specialty Pharmaceuticals and Core Medical Devices
|
6,194.4
|
|
|
5,549.3
|
|
|
645.1
|
|
|
686.2
|
|
|
(41.1
|
)
|
|
11.6
|
%
|
|
12.4
|
%
|
|
(0.8
|
)%
|
(a)
|
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.
|
|
Year Ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Product net sales
|
100.0%
|
|
100.0%
|
|
100.0%
|
Other revenues
|
1.6
|
|
1.7
|
|
1.7
|
Operating costs and expenses:
|
|
|
|
|
|
Cost of sales (excludes amortization of intangible assets)
|
11.8
|
|
12.8
|
|
13.5
|
Selling, general and administrative
|
39.8
|
|
40.7
|
|
39.5
|
Research and development
|
16.7
|
|
16.8
|
|
17.6
|
Amortization of intangible assets
|
1.6
|
|
1.9
|
|
1.6
|
Impairment of intangible assets and related costs
|
—
|
|
0.2
|
|
0.4
|
Restructuring charges
|
3.5
|
|
0.1
|
|
0.1
|
Operating income
|
28.2
|
|
29.2
|
|
29.0
|
Non-operating expense
|
(0.3)
|
|
(1.3)
|
|
(1.4)
|
Earnings from continuing operations before income taxes
|
27.9%
|
|
27.9%
|
|
27.6%
|
|
|
|
|
|
|
Earnings from continuing operations
|
21.5%
|
|
20.5%
|
|
19.8%
|
•
|
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
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Direct costs for:
|
|
|
|
|
|
||||||
Late-stage projects
|
$
|
399.1
|
|
|
$
|
246.4
|
|
|
$
|
181.4
|
|
Other R&D projects
|
554.6
|
|
|
677.9
|
|
|
628.8
|
|
|||
Upfront payments to license or purchase in-process R&D assets
|
90.0
|
|
|
6.5
|
|
|
62.5
|
|
|||
Other R&D expenses
|
147.9
|
|
|
111.5
|
|
|
104.6
|
|
|||
Total
|
$
|
1,191.6
|
|
|
$
|
1,042.3
|
|
|
$
|
977.3
|
|
|
|
Employee Severance
|
|
Contract Termination Costs
|
|
Other
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Restructuring charges during 2014
|
|
$
|
150.4
|
|
|
$
|
39.7
|
|
|
$
|
29.3
|
|
|
$
|
219.4
|
|
Spending
|
|
(52.7
|
)
|
|
(5.2
|
)
|
|
(19.7
|
)
|
|
(77.6
|
)
|
||||
Balance at December 31, 2014 (included in "Accounts payable," "Other accrued expenses" and "Other liabilities")
|
|
$
|
97.7
|
|
|
$
|
34.5
|
|
|
$
|
9.6
|
|
|
$
|
141.8
|
|
|
|
Employee Severance
|
|
Other
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Restructuring charges during 2014
|
|
$
|
21.7
|
|
|
$
|
2.8
|
|
|
$
|
24.5
|
|
Spending
|
|
(15.5
|
)
|
|
(2.4
|
)
|
|
(17.9
|
)
|
|||
Balance at December 31, 2014 (included in "Other accrued expenses")
|
|
$
|
6.2
|
|
|
$
|
0.4
|
|
|
$
|
6.6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Operating income:
|
|
|
|
|
|
||||||
Specialty pharmaceuticals
|
$
|
2,832.3
|
|
|
$
|
2,282.0
|
|
|
$
|
1,997.7
|
|
Medical devices
|
382.9
|
|
|
246.2
|
|
|
229.1
|
|
|||
Total segments
|
3,215.2
|
|
|
2,528.2
|
|
|
2,226.8
|
|
|||
General and administrative expenses, other indirect costs and other adjustments
|
854.4
|
|
|
594.6
|
|
|
525.3
|
|
|||
Amortization of intangible assets (a)
|
106.5
|
|
|
107.4
|
|
|
66.7
|
|
|||
Impairment of intangible assets and related costs
|
—
|
|
|
11.4
|
|
|
22.3
|
|
|||
Restructuring charges
|
245.0
|
|
|
5.5
|
|
|
1.5
|
|
|||
Total operating income
|
$
|
2,009.3
|
|
|
$
|
1,809.3
|
|
|
$
|
1,611.0
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Product net sales
|
$
|
114.4
|
|
|
$
|
159.5
|
|
|
|
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|||
Cost of sales (excludes amortization of intangible assets)
|
20.2
|
|
|
24.3
|
|
||
Selling, general and administrative
|
57.9
|
|
|
75.3
|
|
||
Research and development
|
5.0
|
|
|
12.3
|
|
||
Amortization of intangible assets
|
10.3
|
|
|
41.1
|
|
||
Restructuring charges
|
—
|
|
|
4.2
|
|
||
|
|
|
|
||||
Earnings from discontinued operations before income taxes
|
21.0
|
|
|
2.3
|
|
||
Provision for income taxes
|
(6.9
|
)
|
|
(0.5
|
)
|
||
Earnings from discontinued operations, net of income taxes
|
$
|
14.1
|
|
|
$
|
1.8
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More
than Five
Years
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt obligations (a)
|
$
|
155.1
|
|
|
$
|
915.2
|
|
|
$
|
315.2
|
|
|
$
|
1,055.3
|
|
|
$
|
2,440.8
|
|
Operating lease obligations
|
60.2
|
|
|
79.8
|
|
|
36.1
|
|
|
51.1
|
|
|
227.2
|
|
|||||
Purchase obligations
|
460.6
|
|
|
136.0
|
|
|
61.9
|
|
|
0.5
|
|
|
659.0
|
|
|||||
Pension minimum funding (b)
|
20.7
|
|
|
18.6
|
|
|
20.6
|
|
|
—
|
|
|
59.9
|
|
|||||
Other obligations (c)
|
53.8
|
|
|
201.3
|
|
|
62.5
|
|
|
354.8
|
|
|
672.4
|
|
|||||
Total
|
$
|
750.4
|
|
|
$
|
1,350.9
|
|
|
$
|
496.3
|
|
|
$
|
1,461.7
|
|
|
$
|
4,059.3
|
|
(a)
|
Debt obligations include expected principal and interest obligations, but exclude an unamortized amount related to a terminated interest rate swap of
$17.8 million
at December 31, 2014.
|
(b)
|
For purposes of this table, we assume that we will be required to fund our U.S. and non-U.S. funded pension plans based on the minimum funding required by applicable regulations. In determining the minimum required funding, we utilize current actuarial assumptions and exchange rates to forecast estimates of amounts that may be payable for up to five years in the future. In management’s judgment, minimum funding estimates beyond a five year time horizon cannot be reliably estimated. Where minimum funding as determined for each individual plan would not achieve a funded status to the level of local statutory requirements, additional discretionary funding may be provided from available cash resources.
|
(c)
|
Other obligations include contingent consideration liabilities, deferred executive compensation liabilities and certain other long-term obligations.
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
|
Maturing in
|
|
Fair
Value
|
||||||||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
(in millions, except interest rates)
|
||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash Equivalents and Short-Term Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial Paper
|
$
|
55.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.0
|
|
|
$
|
55.0
|
|
Weighted Average Interest Rate
|
0.18
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.18
|
%
|
|
|
|
||||||||
Foreign Time Deposits
|
47.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.7
|
|
|
47.7
|
|
||||||||
Weighted Average Interest Rate
|
1.15
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.15
|
%
|
|
|
|
||||||||
Other Cash Equivalents
|
4,173.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,173.9
|
|
|
4,173.9
|
|
||||||||
Weighted Average Interest Rate
|
0.05
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
%
|
|
|
|
||||||||
Total Cash Equivalents and Short-Term Investments
|
$
|
4,276.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,276.6
|
|
|
$
|
4,276.6
|
|
Weighted Average Interest Rate
|
0.07
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.07
|
%
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Rate (US$) (a)
|
$
|
—
|
|
|
$
|
817.5
|
|
|
$
|
20.0
|
|
|
$
|
249.7
|
|
|
$
|
—
|
|
|
$
|
998.1
|
|
|
$
|
2,085.3
|
|
|
$
|
2,095.5
|
|
Weighted Average Interest Rate
|
—
|
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
—
|
|
|
3.21
|
%
|
|
3.30
|
%
|
|
|
|
||||||||
Other Variable Rate (non-US$)
|
72.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72.1
|
|
|
72.1
|
|
||||||||
Weighted Average Interest Rate
|
8.83
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.83
|
%
|
|
|
|
||||||||
Total Debt Obligations
|
$
|
72.1
|
|
|
$
|
817.5
|
|
|
$
|
20.0
|
|
|
$
|
249.7
|
|
|
$
|
—
|
|
|
$
|
998.1
|
|
|
$
|
2,157.4
|
|
|
$
|
2,167.6
|
|
Weighted Average Interest Rate
|
8.83
|
%
|
|
3.94
|
%
|
|
5.65
|
%
|
|
1.39
|
%
|
|
—
|
|
|
3.21
|
%
|
|
3.49
|
%
|
|
|
|
(a)
|
The carrying value of debt obligations maturing in 2016 includes an unamortized amount of
$17.8 million
related to a terminated interest rate swap associated with the 2016 Notes.
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
|
Maturing in
|
|
Fair
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.
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Notional
Amount
|
|
Average Contract
Rate or Strike
Amount
|
|
Notional
Amount
|
|
Average Contract
Rate or Strike
Amount
|
||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
||||||
(Receive U.S. dollar/pay foreign currency)
|
|
|
|
|
|
|
|
||||||
Japanese yen
|
$
|
9.9
|
|
|
116.80
|
|
|
$
|
9.2
|
|
|
103.02
|
|
Australian dollar
|
5.3
|
|
|
0.82
|
|
|
9.3
|
|
|
0.88
|
|
||
Russian ruble
|
17.1
|
|
|
72.72
|
|
|
16.5
|
|
|
33.42
|
|
||
Polish zloty
|
0.5
|
|
|
3.38
|
|
|
—
|
|
|
—
|
|
||
|
$
|
32.8
|
|
|
|
|
|
$
|
35.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
(2.8
|
)
|
|
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||
(Pay U.S. dollar/receive foreign currency)
|
|
|
|
|
|
|
|
|
|
|
|
||
Euro
|
$
|
37.5
|
|
|
1.25
|
|
|
$
|
41.3
|
|
|
1.38
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
(1.1
|
)
|
|
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency sold — put options:
|
|
|
|
|
|
|
|
|
|
|
|
||
Canadian dollar
|
$
|
105.8
|
|
|
1.12
|
|
|
$
|
95.4
|
|
|
1.04
|
|
Mexican peso
|
21.7
|
|
|
14.91
|
|
|
17.7
|
|
|
13.12
|
|
||
Australian dollar
|
42.8
|
|
|
0.88
|
|
|
44.8
|
|
|
0.92
|
|
||
Brazilian real
|
32.3
|
|
|
2.69
|
|
|
29.7
|
|
|
2.42
|
|
||
Euro
|
521.2
|
|
|
1.38
|
|
|
245.5
|
|
|
1.36
|
|
||
Korean won
|
19.7
|
|
|
1,111.06
|
|
|
18.5
|
|
|
1,062.71
|
|
||
Turkish lira
|
40.8
|
|
|
2.39
|
|
|
32.7
|
|
|
2.13
|
|
||
Polish zloty
|
9.5
|
|
|
3.40
|
|
|
9.7
|
|
|
3.08
|
|
||
Swiss franc
|
9.3
|
|
|
0.97
|
|
|
9.5
|
|
|
0.88
|
|
||
Russian ruble
|
—
|
|
|
—
|
|
|
17.0
|
|
|
34.09
|
|
||
Swedish krona
|
11.9
|
|
|
7.55
|
|
|
6.8
|
|
|
6.57
|
|
||
South African rand
|
11.6
|
|
|
12.14
|
|
|
11.0
|
|
|
10.72
|
|
||
Japanese yen
|
22.7
|
|
|
118.97
|
|
|
22.5
|
|
|
102.75
|
|
||
|
$
|
849.3
|
|
|
|
|
|
$
|
560.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Estimated fair value
|
$
|
75.1
|
|
|
|
|
|
$
|
20.2
|
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Name
|
|
Position with Us
|
|
Audit and
Finance
|
|
Corporate
Governance and Compliance |
|
Organization
and
Compensation
|
|
Science &
Technology
|
David E.I. Pyott
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
|
|
|
|
|
|
Michael R. Gallagher
|
|
Lead Independent Director
|
|
|
|
M
|
|
C
|
|
|
Deborah Dunsire, M.D.
|
|
Director
|
|
M
|
|
|
|
|
|
M
|
Trevor M. Jones, Ph.D.
|
|
Director
|
|
|
|
M
|
|
|
|
C
|
Louis J. Lavigne, Jr.
|
|
Director
|
|
M
|
|
|
|
|
|
M
|
Peter J. McDonnell, M.D.
|
|
Director
|
|
|
|
M
|
|
|
|
M
|
Timothy D. Proctor
|
|
Director
|
|
M
|
|
|
|
M
|
|
|
Russell T. Ray
|
|
Director
|
|
C
|
|
|
|
M
|
|
|
Henri A. Termeer
|
|
Director
|
|
|
|
C
|
|
M
|
|
|
•
|
reviews the integrity of our financial statements, financial reporting process and systems of internal controls regarding finance, accounting and legal compliance;
|
•
|
assists our Board in its oversight of our compliance with legal and regulatory requirements;
|
•
|
assists our Board in its oversight of enterprise-wide risk management;
|
•
|
reviews the independence, qualifications and performance of our independent registered public accounting firm and internal audit department;
|
•
|
provides an avenue of communication among the independent registered public accounting firm, management, the internal audit department and our Board;
|
•
|
prepares the report that SEC rules require be included in our annual proxy statement;
|
•
|
reviews and discusses with management and our independent registered public accounting firm our annual audited consolidated financial statements, audit of internal controls over financial reporting and quarterly unaudited financial statements;
|
•
|
retains, terminates and annually reconfirms our independent registered public accounting firm for the fiscal year;
|
•
|
meets with our independent registered public accounting firm to discuss the scope and results of their audit examination and the fees related to such work;
|
•
|
meets with our internal audit department and financial management to:
|
•
|
review the internal audit department’s activities and to discuss our accounting practices and procedures;
|
•
|
review the adequacy of our accounting and control systems; and
|
•
|
report to our Board any considerations or recommendations the Audit and Finance Committee may have with respect to such matters;
|
•
|
reviews the audit schedule and considers any issues raised by members of the Audit and Finance Committee, our independent registered public accounting firm, the internal audit staff, the legal staff or management;
|
•
|
reviews the independence of our independent registered public accounting firm, and the range of audit and non-audit services provided and fees charged by our independent registered public accounting firm;
|
•
|
manages the receipt, retention and treatment of complaints we may receive regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;
|
•
|
performs an annual self-evaluation;
|
•
|
pre-approves audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firm’s independence;
|
•
|
reviews, approves or modifies management recommendations on corporate financial strategy and policy and, where appropriate, makes recommendations to our Board; and
|
•
|
discusses with our management the certification of our financial reports by our principal executive officer and principal financial officer.
|
Item 11.
|
Executive Compensation
|
•
|
David E.I. Pyott, Chairman of the Board and Chief Executive Officer;
|
•
|
Douglas S. Ingram, President;
|
•
|
James M. Hindman, Executive Vice President, Finance and Business Development, Chief Financial Officer;
|
•
|
Jeffrey L. Edwards, our former Executive Vice President, Finance and Business Development, Chief Financial Officer;
|
•
|
Scott M. Whitcup, M.D., Executive Vice President, Research and Development, Chief Scientific Officer; and
|
•
|
Raymond H. Diradoorian, Executive Vice President, Global Technical Operations
|
•
|
provide a total executive compensation program that is competitive with other companies in the pharmaceutical, biotechnology and medical device industries with which we compete for executive talent;
|
•
|
place a significant portion of executive compensation at risk by linking cash incentive compensation to the achievement of pre-established corporate financial performance objectives and other key objectives within
|
•
|
provide long-term incentive compensation that focuses executives’ efforts on building stockholder value by aligning their interests with those of our stockholders; and
|
•
|
promote stability and retention of our senior management team.
|
|
Allergan, Inc.
|
|
Peer Group
|
Revenue(1)
|
$7.2 billion
|
Range:
|
$5.6 – $74.3 billion
|
|
|
Median:
|
$17.7 billion
|
Market Capitalization(2)
|
$65.8 billion
|
Range:
|
$19.4 – $286.8 billion
|
|
|
Median:
|
$93.5 billion
|
(1)
|
Revenue reflects the most recent four quarters available as of February 3, 2015.
|
(2)
|
As of February 3, 2015.
|
Named Executive Officer
|
|
2014 Annualized Base Salary(1)
|
|
% of Market Median
|
|||
David E.I. Pyott
Chairman of the Board and Chief Executive Officer
|
|
$
|
1,406,000
|
|
|
103
|
%
|
Douglas S. Ingram
President
|
|
$
|
721,000
|
|
|
111
|
%
|
James M. Hindman
Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
$
|
550,000
|
|
|
76
|
%
|
Jeffrey L. Edwards (2)
Former Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
$
|
664,000
|
|
|
91
|
%
|
Scott M. Whitcup, M.D.
Executive Vice President, Research and Development, Chief Scientific Officer
|
|
$
|
664,000
|
|
|
102
|
%
|
Raymond H. Diradoorian
Executive Vice President, Global Technical Operations
|
|
$
|
541,000
|
|
|
90
|
%
|
(1)
|
Represents 2014 base salaries effective as of: February 2014 for Messrs. Pyott, Ingram, Edwards, Whitcup and Diradoorian and August 2014 for Mr. Hindman. Mr. Hindman’s salary was increased in August 2014 in connection with his promotion to Executive Vice President, Finance and Business Development, Chief Financial Officer.
|
(2)
|
Mr. Edwards resigned as Executive Vice President, Finance and Business Development, Chief Financial Officer effective August 18, 2014. Following his resignation, Mr. Edwards remained employed by the Company as Senior Vice President of Finance and Special Advisor to facilitate a smooth transition and earned a prorated annual salary of $300,000. The Company anticipates that Mr. Edwards will no longer serve as an employee effective on or about March 1, 2015 and, in any event, prior to the closing of the proposed transaction with Actavis plc.
|
|
Threshold
|
|
Target
|
|
Maximum
|
Adjusted EPS
|
$5.22
|
|
$5.48
|
|
$5.66
|
Sales revenue growth in local currency
|
4.8%
|
|
12.2%
|
|
18.1%
|
R&D reinvestment rate (of annual sales)
|
15.6%
|
|
16.8%
|
|
17.8%
|
Performance Metric
|
|
Bonus Pool Funding at Threshold Performance
|
|
Bonus Pool Funding at Target Performance(1)
|
|
Bonus Pool Funding at Maximum Performance(1)
|
||
EPS Target
|
|
0% of target pool
|
|
80
|
%
|
|
96
|
%
|
Revenue Target
|
|
0%
|
|
10
|
%
|
|
25
|
%
|
R&D Reinvestment Target
|
|
0%
|
|
10
|
%
|
|
25
|
%
|
Total
|
|
0%
|
|
100
|
%
|
|
146
|
%
|
(1)
|
No funding for the Revenue Target or R&D Reinvestment Target would be made unless Adjusted EPS exceeded the threshold of $5.22.
|
Named Executive Officer
|
|
Objectives Met at Target Level (Bonus as % of Salary)
|
|
Objectives Met at Maximum Level (Bonus as % of Salary)
|
||
David E.I. Pyott
Chairman of the Board and Chief Executive Officer
|
|
135
|
%
|
|
197.1
|
%
|
Douglas S. Ingram
President
|
|
80
|
%
|
|
116.8
|
%
|
James M. Hindman(1)
Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
55.9
|
%
|
|
81.6
|
%
|
Jeffrey L. Edwards(2)
Former Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
69.5
|
%
|
|
101.4
|
%
|
Scott M. Whitcup, M.D.
Executive Vice President, Research and Development, Chief Scientific Officer
|
|
75
|
%
|
|
109.5
|
%
|
Raymond H. Diradoorian
Executive Vice President, Global Technical Operations
|
|
60
|
%
|
|
87.6
|
%
|
(1)
|
Amounts represent a blended percentage based on a target and maximum bonus percentages of (a) 45% and 65.7%, respectively, of Mr. Hindman’s annual base salary paid from January 1, 2014 to August 17, 2014, and (b) 70% and 102.2%, respectively, of Mr. Hindman’s annual base salary from August 18, 2014 to December 31, 2014. Mr. Hindman’s target bonus was increased in connection with his promotion to Executive Vice President, Finance and Business Development, Chief Financial Officer in August 2014.
|
(2)
|
Amounts represent a blended percentage based on a target and maximum bonus percentages of (a) 75% and 109.5%, respectively, of Mr. Edwards’ annual base salary paid from January 1, 2014 to August 18, 2014, (b) 45% and 65.7%, respectively, of Mr. Edwards’ annual base salary from August 19, 2014 to December 31, 2014. Mr. Edwards’ target bonus was decreased in connection with his resignation from Executive Vice President, Finance and Business Development, Chief Financial Officer and transition to Senior Vice President of Finance and Special Advisor in August 2014.
|
•
|
align the compensation opportunity of our executives with those of our stockholders because the recipient will only realize a return on the option if our stock price increases over its term and, unlike other stock awards, do not provide any value unless stockholder value increases;
|
•
|
reinforce our long-term growth strategy with compensation awards tied to the successful execution of that strategy, as reflected in our stock price; and
|
•
|
provide significant leverage if our growth objectives are achieved, and place a significant portion of compensation opportunity at risk if our objectives are not achieved and thereby effectively balance risk and reward.
|
•
|
provide a total compensation program that maintains a significant amount of at-risk compensation and provides the opportunity to deliver above-market pay when our stockholders do well;
|
•
|
place greater overall emphasis on long-term performance;
|
•
|
encourage retention of key employees and stability; and
|
•
|
more closely align executive compensation with the interests of our stockholders.
|
Named Executive Officer
|
|
Number of Stock Options Granted in 2014
|
|
Value of Stock Options per Guideline Modeling(1)
|
|||
David E.I. Pyott
Chairman of the Board and Chief Executive Officer
|
|
257,756
|
|
|
$
|
8,765,000
|
|
Douglas S. Ingram
President
|
|
70,431
|
|
|
$
|
2,395,000
|
|
James M. Hindman
Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
12,057
|
|
|
$
|
410,000
|
|
Jeffrey L. Edwards
Former Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
58,815
|
|
|
$
|
2,000,000
|
|
Scott M. Whitcup, M.D.
Executive Vice President, Research and Development, Chief Scientific Officer
|
|
58,815
|
|
|
$
|
2,000,000
|
|
Raymond H. Diradoorian
Executive Vice President, Global Technical Operations
|
|
44,111
|
|
|
$
|
1,500,000
|
|
(1)
|
The values shown in this table are based on the guideline modeling price of $113.35 share price (our average 30 days closing price as of January 31, 2014) and an estimated Black-Scholes value equal to 30% of the guideline modeling price, or $34.01.
|
Named Executive Officer
|
|
Number of Performance RSUs
|
|
Special Nomination Value
|
|||
David E.I. Pyott
Chairman of the Board and Chief Executive Officer
|
|
0
|
|
|
$
|
0
|
|
Douglas S. Ingram
President
|
|
16,907
|
|
|
$
|
3,000,000
|
|
James M. Hindman
Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
11,271
|
|
|
$
|
2,000,000
|
|
Jeffrey L. Edwards
Former Executive Vice President, Finance and Business Development, Chief Financial Officer
|
|
0
|
|
|
$
|
0
|
|
Scott M. Whitcup, M.D.
Executive Vice President, Research and Development, Chief Scientific Officer
|
|
11,271
|
|
|
$
|
2,000,000
|
|
Raymond H. Diradoorian
Executive Vice President, Global Technical Operations
|
|
7,890
|
|
|
$
|
1,400,000
|
|
1.
|
Summary Compensation Table.
The Summary Compensation Table summarizes the compensation earned by or paid to our named executive officers in 2014 and, if applicable, 2013 and 2012, including salary earned, the aggregate grant date fair value of stock awards and option awards granted to our named executive officers, non-equity incentive plan awards earned by our named executive officers for performance, changes in the actuarial present value of our named executive officers’ accrued aggregate pension benefits and all other compensation paid to our named executive officers, including perquisites.
|
2.
|
Grants of Plan-Based Awards Table.
The Grants of Plan-Based Awards Table summarizes all grants of plan-based awards made to our named executive officers in 2014, including cash and stock awards made under our Management Bonus Plan and our Executive Bonus Plan. For a discussion of cash and stock awards earned by our named executive officers under our Management Bonus Plan and our Executive Bonus Plan for 2014 performance, see the Summary Compensation Table.
|
3.
|
Outstanding Equity Awards at Fiscal Year-End Table.
The Outstanding Equity Awards at Fiscal Year-End Table summarizes the unvested stock awards and all stock options held by our named executive officers as of December 31, 2014, adjusted, as applicable, to account for our two-for-one stock split that was completed on June 22, 2007. Please note that our named executive officers’ ownership of vested shares of stock is set forth under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in this Annual Report.
|
4.
|
Option Exercises and Stock Vested Table.
The Option Exercises and Stock Vested Table summarizes our named executive officers’ option exercises and stock award vesting during 2014.
|
5.
|
Pension Benefits Table.
The Pension Benefits Table summarizes the actuarial present value of our named executive officers’ accumulated benefits under our defined benefit retirement plan and two supplemental retirement plans and any payments made under those plans to our named executive officers during 2014.
|
6.
|
Nonqualified Deferred Compensation Table.
The Nonqualified Deferred Compensation Table summarizes the contributions to and account balances under our Executive Deferred Compensation Plan during 2014.
|
7.
|
Potential Payments Upon Termination or Change in Control Table.
The Potential Payments Upon Termination or Change in Control Table and related discussion summarize payments and benefits that would be made to our named executive officers in the event of certain employment terminations and/or a change in control.
|
Name and Principal Position
|
|
Year
|
|
Salary(1)
|
|
Stock
Awards(2) |
|
Option
Awards(2) |
|
Non-Equity
Incentive Plan Compensation(3) |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(4) |
|
All Other
Compensation(5) |
|
Total
|
||||||||||||||
David E.I. Pyott
|
|
2014
|
|
$
|
1,401,269
|
|
|
$
|
0
|
|
|
|
$9,967,425
|
|
|
$
|
2,220,800
|
|
|
$
|
4,144,327
|
|
|
$
|
52,136
|
|
|
$
|
17,785,957
|
|
Chairman of the Board and
|
|
2013
|
|
$
|
1,357,500
|
|
|
$
|
0
|
|
|
$
|
8,393,100
|
|
|
$
|
1,830,200
|
|
|
$
|
396,347
|
|
|
$
|
52,136
|
|
|
$
|
12,029,283
|
|
Chief Executive Officer
|
|
2012
|
|
$
|
1,300,000
|
|
|
$
|
9,390,076
|
|
|
$
|
7,007,520
|
|
|
$
|
1,645,000
|
|
|
$
|
1,769,666
|
|
|
$
|
51,936
|
|
|
$
|
21,164,198
|
|
Douglas S. Ingram
|
|
2014
|
|
$
|
718,576
|
|
|
|
$2,892,280
|
|
|
|
$2,723,567
|
|
|
$
|
674,900
|
|
|
$
|
1,437,054
|
|
|
$
|
509,901
|
|
|
$
|
8,956,278
|
|
President
|
|
2013
|
|
$
|
651,922
|
|
|
$
|
0
|
|
|
$
|
1,662,000
|
|
|
$
|
533,300
|
|
|
$
|
0
|
|
|
$
|
728,816
|
|
|
$
|
3,576,038
|
|
|
|
2012
|
|
$
|
590,000
|
|
|
$
|
45,449
|
|
|
$
|
1,504,820
|
|
|
$
|
424,800
|
|
|
$
|
426,126
|
|
|
$
|
4,270,129
|
|
|
$
|
7,261,324
|
|
James M. Hindman (6)
|
|
2014
|
|
$
|
425,461
|
|
|
$
|
4,033,215
|
|
|
|
$466,244
|
|
|
$
|
354,700
|
|
|
$
|
960,594
|
|
|
$
|
14,613
|
|
|
$
|
6,254,827
|
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Finance and Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Development,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Jeffrey L. Edwards (6)
|
|
2014
|
|
$
|
530,207
|
|
|
$
|
0
|
|
|
|
$2,274,376
|
|
|
$
|
377,000
|
|
|
$
|
1,633,556
|
|
|
$
|
41,415
|
|
|
$
|
4,856,554
|
|
Former Executive Vice
|
|
2013
|
|
$
|
641,538
|
|
|
$
|
0
|
|
|
$
|
1,800,500
|
|
|
$
|
481,800
|
|
|
$
|
102,617
|
|
|
$
|
38,105
|
|
|
$
|
3,064,560
|
|
President, Finance and
|
|
2012
|
|
$
|
615,000
|
|
|
$
|
47,032
|
|
|
$
|
1,684,500
|
|
|
$
|
461,300
|
|
|
$
|
313,572
|
|
|
$
|
35,498
|
|
|
$
|
3,156,902
|
|
and Business Development,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Scott M. Whitcup, M.D.
|
|
2014
|
|
$
|
661,807
|
|
|
$
|
1,928,130
|
|
|
$
|
2,274,376
|
|
|
$
|
547,800
|
|
|
$
|
1,289,252
|
|
|
$
|
34,360
|
|
|
$
|
6,735,725
|
|
Executive Vice President,
|
|
2013
|
|
$
|
642,115
|
|
|
$
|
0
|
|
|
$
|
1,662,000
|
|
|
$
|
476,500
|
|
|
$
|
92,945
|
|
|
$
|
39,529
|
|
|
$
|
2,913,089
|
|
Research and Development,
|
|
2012
|
|
$
|
620,000
|
|
|
$
|
47,823
|
|
|
$
|
2,066,320
|
|
|
$
|
452,600
|
|
|
$
|
345,812
|
|
|
$
|
37,539
|
|
|
$
|
3,570,094
|
|
Chief Scientific Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Raymond H. Diradoorian
|
|
2014
|
|
$
|
537,999
|
|
|
|
$1,349,742
|
|
|
|
$1,705,772
|
|
|
$
|
389,500
|
|
|
$
|
1,853,969
|
|
|
$
|
32,039
|
|
|
$
|
5,869,021
|
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Global Technical Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown include amounts of salary earned but deferred at the election of the named executive officer under the Savings and Investment Plan.
|
(2)
|
The amounts shown are the grant date fair values of stock and option awards granted in the year indicated as computed in accordance with ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair values in 2014, see Note 10, Employee Stock Plans, to our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. Awards payable to our named executive officers under our Executive Bonus Plan and our Management Bonus Plan in excess of 100% of the participant’s target bonus are paid out in shares of restricted stock or restricted stock units that generally vest in full on the second anniversary of the grant date, subject generally to continued employment with us through such vesting date. The amounts shown in the Stock Awards column include the grant date fair value for these awards in the year of grant, as applicable. In addition, the amounts shown in the Stock Awards column for Messrs. Ingram, Hindman, Whitcup and Diradoorian include the grant date fair value of the Performance RSUs granted in October 2014, calculated based on the probable outcome of the performance conditions.
|
(3)
|
The amounts shown represent the cash portion of the bonus performance awards earned in 2014 and paid in February 2015 under our Executive Bonus Plan for Mr. Pyott and Mr. Ingram and our Management Bonus Plan for all other named executive officers. Awards payable under our Executive Bonus Plan and our Management Bonus Plan in excess of 100% of the named executive officer’s target bonus, other than for Mr. Edwards, were paid in grants of restricted stock units that generally vest in full on the second anniversary of the grant date, subject generally to the continued employment with us through such vesting date. The amounts shown do not include any portion of the awards paid in grants of restricted stock units. The grant date fair values of such awards are reflected in the Stock Awards column in the year of grant. See “Compensation Discussion and Analysis — Annual Performance-Based Cash Incentive Awards” in this Annual Report for a more complete description of these plans.
|
(4)
|
The amounts shown include the annual change in the actuarial present value of the named executive officer’s accrued aggregate pension benefit and the nonqualified deferred compensation earnings that are above-market. The change in the actuarial present value of the accrued pension benefit is determined by subtracting the present value of each executive’s accrued benefit as of December 31, 2013 from the present value of the executive’s accrued benefits as of December 31, 2014. See “Pension Benefit Table” and “Compensation Discussion and Analysis—Executive Retirement Plans” in this Annual Report for a description of this plan.
|
(5)
|
For 2014, the amounts shown include our incremental cost for the provision to our named executive officers of certain specified perquisites (as detailed below), contributions by us to the Savings and Investment Plan and the cost of term life insurance and term executive post-retirement life insurance premiums and, in the case of certain named executive officers, vacation buybacks and expatriate expenses.
|
(6)
|
In August 2014, Mr. Edwards resigned as our Executive Vice President, Finance and Business Development, Chief Financial Officer, and Mr. Hindman was concurrently promoted to this role. Following Mr. Edwards’ resignation as an executive officer, he remained an employee of the Company as Senior Vice President of Finance and Special Advisor.
|
|
|
|
|
|
|
Expatriate Expenses(c)
|
|
|
|
|
||||||||||||||||||
Named Executive Officer
|
|
Annual Perquisite Payment(a)
|
|
Tax and Financial Planning(b)
|
|
Aggregate Incremental Cost($)
|
|
Tax Equalization ($)
|
|
Tax Gross- Up($)
|
|
Annual Physical(d)
|
|
Vacation Buybacks
|
||||||||||||||
Mr. Pyott
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
|
$
|
|
$
|
|
$
|
1,000
|
|
|
$
|
0
|
|
||||||
Mr. Ingram
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
|
$
|
116,084
|
|
|
$
|
59,196
|
|
|
$
|
289,024
|
|
|
$
|
1,000
|
|
|
$
|
13,461
|
|
Mr. Hindman
|
|
$
|
8,038
|
|
|
$
|
0
|
|
|
$
|
|
$
|
|
$
|
|
$
|
1,000
|
|
|
$
|
0
|
|
||||||
Mr. Edwards
|
|
$
|
8,615
|
|
|
$
|
8,365
|
|
|
$
|
|
$
|
|
$
|
|
$
|
1,000
|
|
|
$
|
12,403
|
|
||||||
Dr. Whitcup
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
|
$
|
|
$
|
|
$
|
1,000
|
|
|
$
|
12,403
|
|
||||||
Mr. Diradoorian
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
|
$
|
|
$
|
|
$
|
1,000
|
|
|
$
|
9,903
|
|
(a)
|
The annual perquisite amounts were established based on flat annual perquisite payments of $20,000 for our Chief Executive Officer and $10,000 for each other named executive officer.
|
(b)
|
We provide our named executive officers a tax and financial planning annual allowance of up to $20,000 for our Chief Executive Officer and up to $10,000 for each other named executive officer.
|
(c)
|
In connection with Mr. Ingram’s appointment to serve as Executive Vice President and President, Europe, Africa, Middle East effective August 1, 2010, we agreed to provide Mr. Ingram with certain benefits related to his expatriate assignment. For 2014, these expatriate benefits included $82,036 for host country housing, $3,382 to pay for the cost of foreign private education for Mr. Ingram’s dependent children, $23,977 for goods and services and $6,688 for utilities.. In addition, in connection with his international assignment, we provided Mr. Ingram with tax payments and tax settlements of $59,195 and tax gross up-payments of $289,024 related to his expatriate benefits, in each case, to ensure no greater or lesser tax burden during his international assignment. Amounts shown include payments made in pounds sterling, which have been converted into U.S. dollars at the exchange rates in effect when the payments were made.
|
(d)
|
We offer our named executive officers an annual physical valued at up to $1,000.
|
Named Executive Officer
|
|
Savings and Investment Plan Contributions
|
|
Insurance Premiums(a)
|
||||
Mr. Pyott
|
|
$
|
10,200
|
|
|
$
|
936
|
|
Mr. Ingram
|
|
$
|
10,200
|
|
|
$
|
936
|
|
Mr. Hindman
|
|
$
|
4,640
|
|
|
$
|
936
|
|
Mr. Edwards
|
|
$
|
10,200
|
|
|
$
|
832
|
|
Dr. Whitcup
|
|
$
|
9,622
|
|
|
$
|
936
|
|
Mr. Diradoorian
|
|
$
|
10,200
|
|
|
$
|
936
|
|
(a)
|
We pay 100% of the cost of term life insurance for all eligible employees as well as the cost of higher coverage levels in place for our executives. Amounts shown reflect the cost of the premiums for our named executive officers.
|
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)
|
|
Estimated Possible Payouts Under Equity Incentive Plan Awards (3)
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Name
|
|
Approval Date
|
|
Grant Date(1)
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
All Other Stock Awards: Number of Shares of Stock or Units (4)
|
|
All Other Option Awards: Number of Securities Underlying Options(5)
|
|
Exercise or Base Price of Option Awards ($/Share)
|
|
Grant Date Fair Value of Stock and Option Awards(6)
|
||||||||||
David E.I. Pyott
|
|
|
|
|
|
|
$0
|
|
|
|
$1,898,100
|
|
|
|
$2,771,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
257,756
|
|
|
$125.07
|
|
|
|
$9,967,425
|
|
||||||
Douglas S. Ingram
|
|
|
|
|
|
|
$0
|
|
|
|
$576,800
|
|
|
|
$842,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/14/2014
|
|
10/29/2014
|
|
|
|
|
|
|
|
0
|
|
16,907
|
|
16,907
|
|
0
|
|
|
|
|
|
|
$2,892,280
|
|
||||||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,431
|
|
|
$125.07
|
|
|
|
$2,723,567
|
|
||||||
James M. Hindman
|
|
|
|
|
|
|
$0
|
|
|
|
$235,000
|
|
|
|
$514,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/14/2014
|
|
10/29/2014
|
|
|
|
|
|
|
|
0
|
|
11,271
|
|
11,271
|
|
|
|
|
|
|
|
|
$1,928,130
|
|
||||||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,057
|
|
|
$125.07
|
|
|
|
$466,244
|
|
||||||
|
|
08/18/2014
|
|
10/29/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,271
|
|
|
|
|
|
|
$2,105,085
|
|
||||||||
Jeffrey L. Edwards.
|
|
|
|
|
|
|
$0
|
|
|
|
$377,000
|
|
|
|
$825,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,815
|
|
|
$125.07
|
|
|
|
$2,274,376
|
|
||||||
Scott M. Whitcup, M.D.
|
|
|
|
|
|
|
$0
|
|
|
|
$498,000
|
|
|
|
$1,090,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/14/2014
|
|
10/29/2014
|
|
|
|
|
|
|
|
0
|
|
11,271
|
|
11,271
|
|
0
|
|
|
|
|
|
|
$1,928,130
|
|
||||||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,815
|
|
|
$125.07
|
|
|
|
$2,274,376
|
|
||||||
Raymond H. Diradoorian
|
|
|
|
|
|
|
$0
|
|
|
|
$324,600
|
|
|
|
$710,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
10/14/2014
|
|
10/29/2014
|
|
|
|
|
|
|
|
0
|
|
7,890
|
|
7,890
|
|
0
|
|
|
|
|
|
|
$1,349,742
|
|
||||||||
|
|
2/3/2014
|
|
2/21/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,111
|
|
|
$125.07
|
|
|
|
$1,705,772
|
|
(1)
|
The option awards shown were approved at a regularly scheduled meeting of the Compensation Committee held on February 3, 2014, prior to our full year earnings release, and the grant date for such awards was February 21, 2014.
|
(2)
|
The amounts shown represent the potential value of performance bonus awards earned in 2014 and paid in 2015 under our Executive Bonus Plan for Mr. Pyott and Mr. Ingram and under our Management Bonus Plan for all other named executive officers. Awards payable under our Executive Bonus Plan and our Management Bonus Plan in excess of 100% of the named executive officer’s target bonus are payable in grants of restricted stock or restricted stock units that generally vest in full on the second anniversary of the grant date, subject generally to continued employment with us through such vesting date. Accordingly, the amounts shown in the “Target” column reflect the maximum amounts payable under our Executive Bonus Plan and our Management Bonus Plan to the named executive officers. The difference in the value reflected in the “Maximum” column and “Target” column would be payable as awards of restricted stock or restricted stock units. Actual bonuses are based on our performance against target and are subject to the discretion of the Compensation Committee to reduce the amounts payable. Please also see “Compensation Discussion and Analysis—Annual Performance-Based Cash Incentive Awards” in this Annual Report for a more complete description of these bonus plans.
|
(3)
|
Amounts represent the number of Performance RSUs that were granted pursuant to the 2011 Incentive Award Plan.
|
(4)
|
Amount represents the number of restricted stock units granted to Mr. Hindman pursuant to the 2011 Incentive Award Plan in connection with his promotion to our Executive Vice President, Finance and Business Development, Chief Financial Officer.
|
(5)
|
Amounts represent the number of options that were granted pursuant to the 2011 Incentive Award Plan and have an exercise price per share equal to closing price of our Common Stock on the NYSE on February 21, 2014, the grant date, in accordance with the terms of the plan.
|
(6)
|
The dollar value of the options shown represents the grant date fair value based on the Black-Scholes model of option valuation to determine grant date fair value, as prescribed under ASC Topic 718. The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. For a discussion of valuation assumptions used to determine the grant date fair values in 2014, see Note 10, Employee Stock Plans, to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2014. The dollar value of stock shown represents the grant date fair value as prescribed under FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date, and for Performance RSUs is based on the probable outcome of the applicable performance conditions.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable
|
|
Number of Securities Underlying Unexercised Options Unexercisable
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
|
|
Market Value of Shares or Units of Stock That Have Not Vested(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (2)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested (1)(3)
|
||||||
David E.I. Pyott
|
|
0
|
|
257,756
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
165,000 (5)
|
|
|
$35,077,350
|
|
|
|
|
|
||
|
|
75,750
|
|
227,250
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
156,000
|
|
156,000
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
281,250
|
|
93,750
|
(8)
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
422,400
|
|
0
|
|
|
$59.13
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
533,000
|
|
0
|
|
|
$40.16
|
|
|
2/20/2019
|
|
|
|
|
|
|
|
|
||||
|
|
410,000
|
|
0
|
|
|
$64.47
|
|
|
2/14/2018
|
|
|
|
|
|
|
|
|
||||
|
|
386,800
|
|
0
|
|
|
$58.55
|
|
|
2/2/2017
|
|
|
|
|
|
|
|
|
||||
|
|
2,265,200
|
|
734,756
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Douglas S. Ingram
|
|
0
|
|
70,431
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
|
|
|
|
16,907
|
|
|
$3,594,259
|
|
||
|
|
15,000
|
|
45,000
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
33,500
|
|
33,500
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
61,500
|
|
20,500
|
(8)
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
92,600
|
|
0
|
|
|
$59.13
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
130,400
|
|
0
|
|
|
$40.16
|
|
|
2/20/2019
|
|
|
|
|
|
|
|
|
||||
|
|
105,500
|
|
0
|
|
|
$64.47
|
|
|
2/14/2018
|
|
|
|
|
|
|
|
|
||||
|
|
89,200
|
|
0
|
|
|
$58.55
|
|
|
2/2/2017
|
|
|
|
|
|
|
|
|
||||
|
|
527,700
|
|
169,431
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
James M. Hindman
|
|
0
|
|
12,057
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
11,271 (9)
|
|
|
$2,396,102
|
|
|
11,271
|
|
|
$2,396,102
|
|
|
|
250
|
|
750
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
3,500
|
|
10,500
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
7,750
|
|
7,750
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
14,250
|
|
4,750
|
(8)
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
18,950
|
|
0
|
|
|
$59.13
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
22,300
|
|
0
|
|
|
$40.16
|
|
|
2/20/2019
|
|
|
|
|
|
|
|
|
||||
|
|
17,600
|
|
0
|
|
|
$64.47
|
|
|
2/14/2018
|
|
|
|
|
|
|
|
|
||||
|
|
19,000
|
|
0
|
|
|
$58.55
|
|
|
2/2/2017
|
|
|
|
|
|
|
|
|
||||
|
|
18,000
|
|
0
|
|
|
$36.15
|
|
|
2/6/2016
|
|
|
|
|
|
|
|
|
||||
|
|
121,600
|
|
35,807
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jeffrey L. Edwards
|
|
0
|
|
58,815
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
-
|
|
|
|
|
|
|
||||
|
|
16,250
|
|
48,750
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
37,500
|
|
37,500
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
0
|
|
20,500
|
(8)
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
53,750
|
|
165,565
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Scott M. Whitcup, M.D.
|
|
0
|
|
58,815
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
|
|
|
|
11,271
|
|
|
$2,396,102
|
|
||
|
|
10,000
|
|
45,000
|
(6)
|
|
$105.87
|
|
|
2/21/2023
|
|
|
|
|
|
|
|
|
||||
|
|
33,500
|
|
33,500
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
0
|
|
25,000
|
(10)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
58,500
|
|
30,000
|
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
55,000
|
|
0
|
|
|
$59.13
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
71,900
|
|
0
|
|
|
$40.16
|
|
|
2/20/2019
|
|
|
|
|
|
|
|
|
||||
|
|
60,000
|
|
0
|
|
|
$64.47
|
|
|
2/14/2018
|
|
|
|
|
|
|
|
|
||||
|
|
23,000
|
|
0
|
|
|
$58.55
|
|
|
2/2/2017
|
|
|
|
|
|
|
|
|
||||
|
|
311,900
|
|
192,315
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Raymond H. Diradoorian
|
|
0
|
|
44,111
|
(4)
|
|
$125.07
|
|
|
2/21/2024
|
|
|
|
|
|
7,890
|
|
|
$1,677,335
|
|
||
|
|
10,000
|
|
30,000
|
(6)
|
|
$105.87
|
|
|
2/212023
|
|
|
|
|
|
|
|
|
||||
|
|
19,000
|
|
19,000
|
(7)
|
|
$87.91
|
|
|
2/17/2022
|
|
|
|
|
|
|
|
|
||||
|
|
58,500
|
|
19,500
|
(8)
|
|
$75.58
|
|
|
2/17/2021
|
|
|
|
|
|
|
|
|
||||
|
|
55,000
|
|
0
|
|
|
$59.13
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
71,900
|
|
0
|
|
|
$40.16
|
|
|
2/20/2019
|
|
|
|
|
|
|
|
|
||||
|
|
60,000
|
|
0
|
|
|
$64.47
|
|
|
2/14/2018
|
|
|
|
|
|
|
|
|
||||
|
|
23,000
|
|
0
|
|
|
$58.55
|
|
|
2/2/2017
|
|
|
|
|
|
|
|
|
||||
|
|
297,400
|
|
112,611
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the closing price of a share of our common stock on December 31, 2014 $212.59 multiplied by the number of shares or units that have not vested.
|
(2)
|
Amounts in this column represent the Performance RSUs granted in October 2014, which vest in full upon the achievement of both (i) a 2016 Adjusted EPS of $10.00 and (ii) the achievement of a three year (2014-2016) TSR that meets or exceeds the three-year median TSR during the same period for our compensation peer group, subject to the Named Executive Officer’s continued employment with the Company through the date of certification of such goals.
|
(3)
|
Amounts in this column are calculated based on achievement of the threshold performance goals of the Performance RSUs.
|
(4)
|
25% of the total option grant vests and becomes exercisable on each of the first second, third and fourth anniversaries of February 21, 2014, the date of grant, and have a term of ten years.
|
(5)
|
The 165,000 performance restricted stock units granted to Mr. Pyott in January 2012 vest, subject to Mr. Pyott remaining continuously employed with the Company throughout the performance period, based on whether the Company’s Common Stock exceeds three distinct stock price performance thresholds, based on the highest consecutive 20-day average closing price of the Company’s Common Stock during the performance period, as follows: (i) one-third of the award becomes eligible to vest upon achievement of the minimum performance threshold; (ii) two-thirds of the award becomes eligible to vest upon achievement of the second performance threshold; and (iii) the entire award becomes eligible to vest upon achievement of the highest performance threshold. The highest performance threshold was achieved in 2014; therefore, amounts shown in the table reflect the entire award. Accordingly, the award will vest in full subject to Mr. Pyott’s continuous employment with the Company throughout the remainder of the five-year performance period unless earlier accelerated in connection with a change in control pursuant to the terms of the award.
|
(6)
|
25% of the total option grant vests and becomes exercisable on each of the first second, third and fourth anniversaries of February 17, 2013, the date of grant, and have a term of ten years.
|
(7)
|
25% of the total option grant vests and becomes exercisable on each of the first second, third and fourth anniversaries of February 17, 2012, the date of grant, and have a term of ten years.
|
(8)
|
25% of the total option grant vests and becomes exercisable on each of the first second, third and fourth anniversaries of February 22, 2011, the date of grant, and have a term of ten years.
|
(9)
|
The grant of restricted stock units vest in four equal annual installments on each of the first, second, third and fourth anniversaries of October 29, 2014, the date of grant.
|
(10)
|
These options vest and are exercisable 100% on the fourth anniversary of February 17, 2012, the grant date, and have a term of ten years.
|
4.
|
Option Exercises and Stock Vested Table
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Securities Acquired on Exercise
|
|
Value Realized on Exercise(1)
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting(2)
|
||||
David. E.I. Pyott
|
|
252,000
|
|
$
|
21,915,760.00
|
|
|
--
|
|
--
|
||
Douglas S. Ingram
|
|
84,000
|
|
$
|
5,747,532.00
|
|
|
517
|
|
$
|
64,403.00
|
|
James M. Hindman
|
|
30,000
|
|
$
|
2,665,500.00
|
|
|
1,500
|
|
$
|
187,605.00
|
|
Jeffrey L. Edwards
|
|
298,500
|
|
$
|
31,445,836.00
|
|
|
535
|
|
$
|
66,645.00
|
|
Scott M. Whitcup, M.D.
|
|
108,200
|
|
$
|
6,856,030.00
|
|
|
544
|
|
$
|
67,766.00
|
|
Raymond H. Diradoorian
|
|
40,000
|
|
$
|
2,685,838.00
|
|
|
|
|
|
(1)
|
Represents the price at which shares acquired upon exercise of the stock options were sold net of the exercise price for acquiring shares.
|
(2)
|
Represents the vesting date closing market price of a share of our Common Stock multiplied by the number of shares that have vested.
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service
|
|
Present Value of Accumulated Benefits
|
|
Payments During Last Fiscal Year
|
||||
David E.I. Pyott
|
|
Defined Benefit Retirement Plan(1)
|
|
18.0
|
|
$
|
1,037,145
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
18.0
|
|
$
|
13,732,500
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
18.0
|
|
$ -
|
|
$
|
0
|
|
||
Douglas S. Ingram
|
|
Defined Benefit Retirement Plan(1)
|
|
19.8
|
|
$
|
786,089
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
19.8
|
|
$
|
2,991,575
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
19.8
|
|
$ -
|
|
$
|
0
|
|
||
James M. Hindman
|
|
Defined Benefit Retirement Plan(1)
|
|
31.3
|
|
$
|
1,292,192
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
31.3
|
|
$
|
1,537,918
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
31.3
|
|
$ -
|
|
$
|
0
|
|
||
Jeffrey L. Edwards
|
|
Defined Benefit Retirement Plan(1)
|
|
22.6
|
|
$
|
980,206
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
22.6
|
|
$
|
3,627,276
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
22.6
|
|
$ -
|
|
$
|
0
|
|
||
Scott M. Whitcup, M.D.
|
|
Defined Benefit Retirement Plan(1)
|
|
16.0
|
|
$
|
724,209
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
16.0
|
|
$
|
2,771,450
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
16.0
|
|
$ -
|
|
$
|
0
|
|
||
Raymond H. Diradoorian
|
|
Defined Benefit Retirement Plan(1)
|
|
34.5
|
|
$
|
1,692,235
|
|
|
$
|
0
|
|
|
|
Supplemental Executive Benefit Plan(2)
|
|
34.5
|
|
$
|
4,032,495
|
|
|
$
|
0
|
|
|
|
Supplemental Retirement Income Plan (2)
|
|
34.5
|
|
$ -
|
|
$
|
0
|
|
(1)
|
Defined Benefit Retirement Plan.
Our defined benefit retirement plan, our pension plan, provides pension benefits to U.S. employees, including executive officers, based upon the average of the employee’s highest 60 consecutive months of eligible earnings and years of service integrated with covered compensation as defined by the Social Security Administration. The annual benefit payable at normal retirement age is as follows: 1.23% of average earnings not in excess of covered compensation times the number of years of service to 35 years, plus 1.73% of average earnings in excess of covered compensation times the number of years of service to 35 years, plus 0.50% of average earnings times service in excess of 35 years.
|
(2)
|
Supplemental Executive Benefit Plan and Supplemental Retirement Income Plan
. These plans pay benefits directly to a participant to the extent benefits under our defined benefit pension plan are limited by Code Sections 401(a)(17) and 415, respectively. Supplemental retirement plan payments for benefits earned and vested prior to January 1, 2005 are paid in the same form and at the same time as a participant’s benefits under our pension plan. Supplemental retirement plan payments for benefits earned or vested after December 31, 2004 will be paid in a form of payment and at a future date based on elections made in 2008 in accordance with Code Section 409A.
|
Name
|
|
Executive Contributions in Last Fiscal Year ($)(1)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings in Last Fiscal Year ($)(2)
|
|
Aggregate Withdrawals/ Distributions ($)
|
|
Aggregate Balance at December 31, 2014 ($)(3)
|
||||||
Scott M. Whitcup, M.D.
|
|
-
|
|
|
-
|
|
$
|
2,925
|
|
|
-
|
|
$
|
256,070
|
|
|
James M. Hindman.
|
|
$
|
380,440
|
|
|
|
|
$
|
42,736
|
|
|
|
|
$
|
909,967
|
|
(1)
|
The amount in this column reflects the portion of Mr. Hindman’s base salary and bonus deferred and contributed to the Executive Deferred Compensation Plan and is included in the “Salary” column of the Summary Compensation Table.
|
(2)
|
The amounts in this column reflect gains and losses by funds in which investments were made under the Executive Deferred Compensation Plan. None of these amounts are included in the Summary Compensation Table.
|
(3)
|
The amounts in this column represent the Executive Deferred Compensation Plan account balances at the end of 2014 for the named executive officers listed. The amounts previously reported as compensation for each such named executive officer in the Summary Compensation Table in previous years are $253,146 for Mr. Whitcup and $486,791 for Mr. Hindman.
|
Name of Investment Option
|
|
Rate of Return in 2014
|
Vanguard Prime Money Market Instl
|
|
0.05%
|
PIMCO Total Return Inst
|
|
4.69%
|
Dodge & Cox Stock
|
|
10.40%
|
Dreyfus Research Growth I
|
|
8.32%
|
JPMorgan US Equity R5
|
|
13.95%
|
BlackRock S&P 500 Stock K
|
|
13.61%
|
TIAA-CREF Instl Small-Cap Blend Index-Instl
|
|
5.15%
|
Wells Fargo Advantage Special Small Cap Value-Inst
|
|
7.82%
|
AMG Times Square Small Cap Growth-Inst
|
|
-2.48%
|
American Funds New Perspective-R6
|
|
3.56%
|
American Funds EuroPacific Growth-R6
|
|
-2.29%
|
Black Rock LifePath Index 2025 Instl
|
|
6.33%
|
Black Rock LifePath Index 2045 Instl
|
|
7.07%
|
Black Rock LifePath Index 2035 Instl
|
|
6.68%
|
Black Rock LifePath Index 2040 Instl
|
|
6.94%
|
Black Rock LifePath Index 2030 Instl
|
|
6.58%
|
Black Rock LifePath Index 2050 Instl
|
|
7.23%
|
Black Rock LifePath Index 2020 Instl
|
|
6.10%
|
Black Rock LifePath Index Retire Instl
|
|
5.73%
|
Black Rock LifePath Index 2055 Instl
|
|
7.46%
|
•
|
a cash payment equal to three times the sum of (i) such named executive officer’s highest annual salary rate within the five-year period preceding termination and (ii) a bonus payment equal to the named executive officer’s target annual bonus under our Management Bonus Plan or our Executive Bonus Plan, as applicable, for the year in which
|
•
|
outplacement benefits of a type and duration generally provided to employees at the named executive officer’s level.
|
Name
|
|
Trigger
|
|
Cash Severance (1)
|
|
Value of Option Acceleration (2)
|
|
Value of Restricted Stock and RSU Acceleration (3)
|
|
Pension / NQDC (4)
|
|
Continuation of Employment Benefits (5)
|
|
Total Value (6)
|
||||||||||||
David E.I. Pyott
|
|
Change in Control
|
|
-
|
|
|
$
|
79,105,693
|
|
|
$
|
35,077,350
|
|
|
-
|
|
|
-
|
|
|
$
|
114,183,043
|
|
|||
|
|
Change in Control and Qualifying Termination
|
|
$
|
9,912,300
|
|
|
$
|
79,105,693
|
|
|
$
|
35,077,350
|
|
|
$
|
2,059,244
|
|
|
$
|
96,185
|
|
|
$
|
126,250,772
|
|
|
|
Reduction in Force
|
|
$
|
2,577,667
|
|
|
$
|
79,105,693
|
|
|
-
|
|
|
|
|
$
|
43,185
|
|
|
$
|
81,726,545
|
|
|||
|
|
Mutually Agreed to Resignation
|
|
$
|
2,577,667
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
2,577,667
|
|
||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
79,105,693
|
|
|
$
|
20,461,788
|
|
|
-
|
|
|
-
|
|
|
$
|
99,567,481
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Douglas S. Ingram
|
|
Change in Control
|
|
-
|
|
|
$
|
17,952,006
|
|
|
$
|
3,595,110
|
|
|
-
|
|
|
-
|
|
|
$
|
21,547,116
|
|
|||
|
|
Change in Control and Qualifying Termination
|
|
$
|
3,893,400
|
|
|
$
|
17,952,006
|
|
|
$
|
3,595,110
|
|
|
$
|
650,537
|
|
|
$
|
111,739
|
|
|
$
|
26,202,792
|
|
|
|
Reduction in Force
|
|
$
|
1,351,875
|
|
|
$
|
17,952,006
|
|
|
-
|
|
|
-
|
|
|
$
|
53,331
|
|
|
$
|
19,357,212
|
|
||
|
|
Mutually Agreed to Resignation
|
|
$
|
1,351,875
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
1,351,875
|
|
||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
17,952,006
|
|
|
$
|
3,595,110
|
|
|
-
|
|
|
-
|
|
|
$
|
21,547,116
|
|
|||
|
|
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
||||||||||
James M. Hindman
|
|
Change in Control
|
|
-
|
|
|
$
|
3,872,896
|
|
|
$
|
5,367,332
|
|
|
|
|
-
|
|
|
$
|
9,240,228
|
|
||||
|
|
Change in Control and Qualifying Termination
|
|
$
|
2,805,000
|
|
|
$
|
3,872,896
|
|
|
$
|
5,367,332
|
|
|
$
|
314,148
|
|
|
$
|
87,450
|
|
|
$
|
12,446,826
|
|
|
|
Reduction in Force
|
|
$
|
1,100,000
|
|
|
$
|
3,872,896
|
|
|
$
|
632,101
|
|
|
-
|
|
|
$
|
42,147
|
|
|
$
|
5,647,144
|
|
|
|
|
Mutually Agreed to Resignation
|
|
$
|
1,100,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
1,100,000
|
|
||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
3,872,896
|
|
|
$
|
5,367,332
|
|
|
-
|
|
|
-
|
|
|
$
|
9,240,228
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Jeffrey L. Edwards(8)
|
|
Change in Control
|
|
-
|
|
|
$
|
17,834,294
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
17,834,294
|
|
||||
|
|
Change in Control and Qualifying Termination
|
|
-
|
|
|
$
|
17,834,294
|
|
|
-
|
|
|
$
|
719,994
|
|
|
-
|
|
|
$
|
18,554,288
|
|
|||
|
|
Reduction in Force
|
|
-
|
|
|
$
|
17,834,294
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
17,834,294
|
|
||||
|
|
Mutually Agreed to Resignation
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
0
|
|
|||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
17,834,294
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
17,834,294
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Scott M. Whitcup, M.D.
|
|
Change in Control
|
|
-
|
|
|
$
|
21,353,969
|
|
|
$
|
2,396,669
|
|
|
-
|
|
|
-
|
|
|
$
|
23,750,638
|
|
|||
|
|
Change in Control and Qualifying Termination
|
|
$
|
3,486,000
|
|
|
$
|
21,353,969
|
|
|
$
|
2,396,669
|
|
|
$
|
356,674
|
|
|
$
|
42,739
|
|
|
$
|
27,636,051
|
|
|
|
Reduction in Force
|
|
$
|
1,106,667
|
|
|
$
|
21,353,969
|
|
|
-
|
|
|
-
|
|
|
$
|
44,645
|
|
|
$
|
22,505,281
|
|
||
|
|
Mutually Agreed to Resignation
|
|
$
|
1,106,667
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
1,106,667
|
|
||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
21,353,969
|
|
|
$
|
2,396,669
|
|
|
-
|
|
|
-
|
|
|
$
|
23,750,638
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Raymond H. Diradoorian
|
|
Change in Control
|
|
-
|
|
|
$
|
12,102,810
|
|
|
$
|
1,677,732
|
|
|
-
|
|
|
-
|
|
|
$
|
13,780,542
|
|
|||
|
|
Change in Control and Qualifying Termination
|
|
$
|
2,596,800
|
|
|
$
|
12,102,810
|
|
|
$
|
1,677,732
|
|
|
$
|
564,425
|
|
|
$
|
96,185
|
|
|
$
|
17,037,952
|
|
|
|
Reduction in Force
|
|
$
|
1,082,000
|
|
|
$
|
12,102,810
|
|
|
-
|
|
|
-
|
|
|
$
|
47,605
|
|
|
$
|
13,232,415
|
|
||
|
|
Mutually Agreed to Resignation
|
|
$
|
1,082,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
$
|
1,082,000
|
|
||||
|
|
Death or Disability(7)
|
|
-
|
|
|
$
|
12,102,810
|
|
|
$
|
1,677,732
|
|
|
-
|
|
|
-
|
|
|
$
|
13,780,542
|
|
(1)
|
In the case of a change in control and qualifying termination, represents three times the sum of (i) the highest annual salary rate within the five year period preceding termination, plus (ii) a bonus amount equal to the executive’s target bonus under our Management Bonus Plan or our Executive Bonus Plan, as applicable. In the case of a termination of employment under the terms of our Executive Severance Pay Plan in effect on December 31, 2014, represents, for our executive officers having from 14 up to 18 full years of service (Messrs. Pyott and Ingram and Dr. Whitcup), between 20 and 22.5 months of base salary at the time of termination, and for our executive officers with 20 full years of service (Messrs. Diradoorian and Hindman), 24 months of base salary at the time of termination. Mr. Edwards is not eligible for cash severance per his agreement dated August 15, 2014.
|
(2)
|
Represents the aggregate value of the acceleration of vesting of the participant’s unvested stock options based on the spread between the closing price of our Common Stock on December 31, 2014 ($212.59) and the exercise price of the stock options.
|
(3)
|
Represents the aggregate value of the acceleration of vesting of the participant’s unvested restricted stock and restricted stock units based on the closing price of our Common Stock on December 31, 2014. For stock awards granted in 2010 and thereafter, in the event of a change in control (without a qualifying termination), the restricted stock awards and restricted stock units only accelerate upon change in control if they are not assumed or substituted. In addition, 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 vesting 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. For Mr. Pyott, also represents the value of his 2012 special restricted stock unit, which would vest in connection with a qualifying termination of employment.
|
(4)
|
Under Allergan’s Executive Benefit Plan, in the event of a “double trigger” termination for any reason within two years following a change in control, each named executive officer will receive a lump sum payment of accrued benefits under the Executive Benefit Plan based on a more favorable 4.17% discount rate (rather than based on a 5.01% discount rate), as of December 31, 2014. This column quantifies this benefit enhancement and does not quantify any amounts with respect to Allergan’s defined benefit retirement plan or the Allergan Executive Deferred Compensation Plan, because none of the named executive officers would be entitled to a benefit enhancement under either of these plans in connection with a change in control.
|
(5)
|
In the case of a change in control and qualifying termination, represents the estimated payments for continued medical, dental, vision, each for a period of three years after termination of employment. In the case of a termination of employment under the applicable severance plan in effect on December 31, 2014, represents medical, dental and vision coverage during the severance pay period.
|
(6)
|
Excludes the value to the executive of a continued right to indemnification by us and continued coverage under our directors’ and officers’ liability insurance (if applicable).
|
(7)
|
Our named executive officers (other than Mr. Edwards) receive life insurance proceeds of $1.5 million upon death, which amounts have been excluded from the table. Following his resignation as our Executive Vice President, Finance and Business Development, Chief Financial Officer, Mr. Edwards’ entitlement was reduced to $1.0 million. We pay the premiums for term life insurance for all eligible employees as well as the cost of higher coverage levels in place for our executives.
|
(8)
|
The Company anticipates that Mr. Edwards will no longer serve as an employee effective on or about March 1, 2015 and, in any event, prior to the effective time of the Merger. Upon a termination of his employment on March 1, 2015, the Company anticipates that Mr. Edwards would forfeit 95,362 unvested options with a value of $9,666,832 (determined using the same per share price of the Company’s common stock of $212.59).
|
Director
|
|
Fees Earned or Paid in Cash(1)
|
|
Stock Awards/Units
(2)(3) |
|
Option Awards(3)
|
|
Other Compensation(4)
|
|
Total(5)
|
||||||||||
Deborah Dunsire, M.D.
|
|
$
|
175,500
|
|
|
$
|
415,634
|
|
|
$
|
|
$
|
1,647
|
|
|
$
|
592,781
|
|
||
Michael R. Gallagher
|
|
$
|
225,500
|
|
|
$
|
207,734
|
|
|
$
|
163,934
|
|
|
$
|
4,241
|
|
|
$
|
601,409
|
|
Trevor M. Jones, Ph.D.
|
|
$
|
186,500
|
|
|
$
|
207,734
|
|
|
$
|
163,934
|
|
|
$
|
1,431
|
|
|
$
|
559,599
|
|
Louis J. Lavigne, Jr.
|
|
$
|
174,500
|
|
|
$
|
415,634
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
590,134
|
|
Peter J. McDonnell, M.D.
|
|
$
|
174,000
|
|
|
$
|
415,634
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
589,634
|
|
Timothy D. Proctor
|
|
$
|
170,500
|
|
|
$
|
415,634
|
|
|
$
|
0
|
|
|
$
|
113
|
|
|
$
|
586,247
|
|
Russell T. Ray
|
|
$
|
198,500
|
|
|
$
|
207,734
|
|
|
$
|
163,934
|
|
|
$
|
0
|
|
|
$
|
570,168
|
|
Henri A. Termeer
|
|
$
|
159,250
|
|
|
$
|
415,634
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
574,884
|
|
(1)
|
In 2014, each non-employee director received an annual retainer of $60,000 for services as a director, except that Michael R. Gallagher, Lead Independent Director, received an annual retainer of $90,000, reflecting the Lead Independent Director’s critical role in assuring effective corporate governance and in managing the affairs of our Board as our lead independent director including: (1) presiding over executive sessions of our Board and over board meetings when the Chairman of the Board is not in attendance; (2) consulting with the Chairman of the Board and other board members on corporate governance practices and policies, and assuming the primary leadership role in addressing issues of this nature if, under the circumstances, it is inappropriate for the Chairman of the Board to assume such leadership; (3) meeting informally with other outside directors between board meetings to assure free and open communication within the group of outside directors; (4) assisting the Chairman of the Board in preparing our Board agenda so that the agenda includes items requested by non-management members of our Board; (5) administering the annual board evaluation and reporting the results to the Corporate Governance and Compliance Committee; and (6) assuming other responsibilities that the non-management directors might designate from time to time.
|
(2)
|
The amounts shown are the grant date fair value of restricted stock units granted in fiscal year 2014, as prescribed under ASC Topic 718. For a discussion of valuation assumptions, see Note 10, Employee Stock Plans, to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2014.
|
(3)
|
The amounts shown are the grant date fair value of stock options grated in fiscal year 2014 as prescribed under FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10, Employee Stock Plans, to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2014.
|
Director
|
|
Unvested Stock Awards/Units
|
|
Vested and Unvested Option Awards
|
Deborah Dunsire, M.D.
|
|
2,499
|
|
50,955
|
Michael R. Gallagher
|
|
1,249
|
|
43,860
|
Trevor M. Jones, Ph.D.
|
|
1,249
|
|
44,905
|
Louis J. Lavigne, Jr.
|
|
2,499
|
|
0
|
Peter J. McDonnell, M.D.
|
|
2,499
|
|
0
|
Timothy D. Proctor
|
|
2,499
|
|
0
|
Russell T. Ray
|
|
1,249
|
|
58,905
|
Henri A. Termeer
|
|
2,499
|
|
0
|
(4)
|
Under our Deferred Directors’ Fee Program, participants may elect to defer all or a portion of their retainer and meeting fees until termination of their status as a director. Deferred amounts are treated as having been invested in our Common Stock, such that on the date of deferral the director is credited with a number of phantom shares of our Common Stock equal to the amount of fees deferred divided by the market price of a share of our Common Stock as of the date of deferral. Upon termination of the director’s service on our Board, the director will receive shares of our Common Stock equal to the number of phantom shares of our Common Stock credited to such director under the Deferred Directors’ Fee Program. The amounts shown represent dividend equivalents earned on the phantom shares during 2014.
|
(5)
|
Director compensation in excess of the $450,000 target value reflects the extraordinary number of Board meetings convened in 2014 to address matters related to the unsolicited proposal by Valeant Pharmaceuticals International, Inc. and Pershing Square Capital Management, L.P., as well as the transaction with Actavis.
|
•
|
appropriate pay philosophy, peer group and other market comparability data, and market positioning to align with and support business objectives;
|
•
|
effective balance in the design of our compensation programs, including: (i) cash and equity pay mix, (ii) short- and longer-term performance focus, (iii) corporate, business unit, and individual performance focus and measurement; and (iv) financial and non-financial performance measurement together with top management and Board discretion to manage pay appropriately; and
|
•
|
stock grant guidelines, stock ownership guidelines, an incentive plan clawback policy, and independent Compensation Committee oversight of our compensation policies and practices.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Vested Shares of Common Stock Owned(1)
|
|
Rights to Acquire Shares of Common Stock(2)
|
|
Unvested Shares of Restricted Stock
|
|
Total Shares of Common Stock Beneficially Owned
|
|
Percent of Class(3)
|
Directors:
|
|
|
|
|
|
|
|
|
|
Deborah Dunsire, M.D.
|
25,331
|
|
66,064
|
|
-
|
|
91,395
|
|
0.031 %
|
Michael R. Gallagher
|
37,954
|
|
61,398
|
|
-
|
|
99,352
|
|
0.033 %
|
Trevor M. Jones, Ph.D.
|
2,375
|
|
51,871
|
|
-
|
|
54,246
|
|
0.018 %
|
Louis J. Lavigne, Jr.
|
15,649
|
|
-
|
|
-
|
|
15,649
|
|
0.005 %
|
Peter J. McDonnell, M.D.
|
3,108
|
|
-
|
|
-
|
|
3,108
|
|
0.001 %
|
Timothy D. Proctor
|
3,108
|
|
1,075
|
|
-
|
|
4,183
|
|
0.001 %
|
David E.I. Pyott
|
234,174
|
|
2,577,139
|
|
-
|
|
2,811,313
|
|
0.094 %
|
Russell T. Ray
|
25,918
|
|
54,600
|
|
-
|
|
80,518
|
|
0.027 %
|
Henri A. Termeer(4)
|
-
|
|
-
|
|
-
|
|
-
|
|
0.000 %
|
Other Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
Douglas S. Ingram
|
30,109
|
|
597,557
|
|
-
|
|
627,666
|
|
0.209 %
|
James M. Hindman
|
33,893
|
|
136,989
|
|
2,700
|
|
173,582
|
|
0.058%
|
Jeffrey L. Edwards(5)
|
20,265
|
|
123,953
|
|
-
|
|
144,218
|
|
0.048%
|
Scott M. Whitcup, M.D.
|
20,492
|
|
632,653
|
|
-
|
|
653,145
|
|
0.218%
|
Raymond H. Diradoorian
|
17,927
|
|
347,427
|
|
-
|
|
365,354
|
|
0.122%
|
All current directors and executive officers (as a group 17 persons, including those named above)
|
502,178
|
|
5,009,844
|
|
8,400
|
|
5,520,422
|
|
1.814%
|
*
|
Beneficially owns less than 1% of our outstanding Common Stock.
|
(1)
|
In addition to shares held in the individual’s sole name, this column includes: (1) shares held by the spouse of the named person and shares held in various trusts; and (2) for executive officers, shares held in trust for the benefit of the named employee in our Savings and Investment Plan and Employee Stock Ownership Plan as of January 22, 2015.
|
(2)
|
This column also includes shares which the person or group has the right to acquire within sixty (60) days of September 30, 2014 as follows: (1) for executive officers, these shares may be acquired upon the exercise of stock options and vesting of restricted stock units; and (2) for non-employee directors, these shares include shares that may be acquired upon the exercise of stock options and vesting of restricted stock units, as well as shares accrued under our Deferred Directors’ Fee Program as of September 30, 2014. Under our Deferred Directors’ Fee Program, participants may elect to defer all or a portion of their retainer and meeting fees until termination of their status as a director. Deferred amounts are treated as having been invested in our Common Stock such that on the date of deferral the director is credited with a number of phantom shares of our Common Stock equal to the amount of fees deferred divided by the market price of a share of our Common Stock as of the date of deferral. Upon termination of the director’s service on our Board, the director will receive shares of our Common Stock equal to the number of phantom shares of our Common Stock credited to such director under the Deferred Directors’ Fee Program.
|
(3)
|
Based on 299,232,684 shares of our Common Stock outstanding as of January 22, 2015 (exclusive of approximately 8,373,176 shares of Common Stock held in treasury). Unless otherwise indicated in the footnotes and subject to community property laws where applicable, each of the directors and nominees, named executive officers and executive officers has sole voting and/or investment power with respect to such shares.
|
(4)
|
Mr. Termeer was appointed to our Board on January 24, 2014.
|
(5)
|
On August 18, 2014, Mr. Edwards resigned from his position as Executive Vice President, Finance and Business Development, Chief Financial Officer due to family commitments.
|
Name and Address of Beneficial Owners
|
|
Shares Beneficially Owned
|
|
Percent of Class(1)
|
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor New York, NY 10019 |
|
26,635,978
|
(2)
|
8.90%
|
PS Management GP, LLC
888 Seventh Avenue, 42nd Floor New York, NY 10019 |
|
26,635,978
|
(2)
|
8.90%
|
William A. Ackman
888 Seventh Avenue, 42nd Floor New York, NY 10019 |
|
26,635,978
|
(2)
|
8.90%
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202 |
|
18,285,285
|
(3)
|
6.11%
|
BlackRock, Inc.
40 East 52nd Street New York, NY 10022 |
|
16,976,183
|
(4)
|
5.67%
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
|
16,101,385
|
(5)
|
5.40%
|
(1)
|
Based on 299,232,684 shares of our Common Stock outstanding as of January 22, 2015 (exclusive of approximately 8,373,176 shares of Common Stock held in treasury).
|
(2)
|
Based on information provided pursuant to a statement on a Schedule 13D/A filed with the SEC on November 21, 2014 by Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman, pursuant to which the three parties reported that they have shared beneficial ownership with respect to 26,635,978 shares and shared voting power with respect to 26,635,978 shares.
|
(3)
|
Based on information provided pursuant to a statement on a Schedule 13G filed with the SEC on February 12, 2015 by T. Rowe Price Associates, Inc. T. Rowe Price reported that it has sole voting power with respect to 5,374,674 shares and sole dispositive power with respect to 18,285,285 shares.
|
(4)
|
Based on information provided pursuant to a statement on a Schedule 13G/A filed with the SEC on February 2, 2015 by BlackRock, Inc. BlackRock reported that it has sole voting power with respect to 14,296,792 shares and sole dispositive power with respect to 16,974,811 shares.
|
(5)
|
Based on information provided pursuant to a statement on a Schedule 13G filed with the SEC on February 11, 2015 by The Vanguard Group. Vanguard reported that it has sole voting power with respect to 515,792 shares and sole dispositive power with respect to 487,689 shares.
|
Plan Category
|
|
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
|
|||
Equity compensation plans approved by security holders
|
|
|
17,684,216
|
(1)
|
$
|
85.83
|
(2)
|
|
15,682,791
|
(3)
|
Equity compensation plans not approved by security holders
|
|
|
724,793
|
(4)
|
$
|
68.22
|
|
|
852,790
|
(5)
|
Total
|
|
|
18,409,009
|
|
$
|
85.79
|
|
|
16,535,581
|
|
(1)
|
Represents 17,684,216 shares to be issued upon exercise of outstanding options under the Allergan, Inc. 2011 Incentive Award Plan, the Allergan 2008 Incentive Award Plan and the Allergan, Inc. 1989 Incentive Compensation Plan.
|
(2)
|
Represents the weighted-average exercise price of outstanding options and is calculated without taking into account 572,494 shares of common stock subject to outstanding restricted stock units that become issuable as those units vest and following any applicable deferral, without any cash consideration or other payment required for such shares.
|
(3)
|
Represents the number of securities remaining available for issuance under the Allergan, Inc. 2011 Incentive Award Plan. The Allergan, Inc. 2011 Incentive Award Plan superseded the Allergan 2008 Incentive Award Plan.
|
(4)
|
Represents 39,113 shares credited to the accounts of participants under the Allergan, Inc. Deferred Directors’ Fee Program and 685,680 options outstanding under the Allergan Irish Share Participation Scheme.
|
(5)
|
Represents the number of securities remaining available for issuance under the Deferred Directors’ Fee Program and Irish Share Participation Scheme.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Type of Fees
|
|
2014
|
|
2013
|
||||
Audit Fees(1)
|
|
$
|
5,761,713
|
|
|
$
|
5,552,211
|
|
Audit-Related Fees(2)
|
|
147,493
|
|
|
109,516
|
|
||
Tax Fees(3)
|
|
338,153
|
|
|
179,844
|
|
||
All Other Fees(4)
|
|
629,235
|
|
|
509,624
|
|
||
Total
|
|
$
|
6,876,594
|
|
|
$
|
6,351,195
|
|
(1)
|
Represents the aggregate fees billed to us by Ernst & Young for professional services rendered for the audit of our annual consolidated financial statements and our internal controls over financial reporting, for the reviews of our consolidated financial statements included in our Form 10-Q filings for each fiscal quarter, for statutory audits of our international operations, and procedures with respect to registration statements.
|
(2)
|
Represents the aggregate fees billed to us by Ernst & Young for assurance and related services that are reasonably related to the performance of the audit and review of our consolidated financial statements that are not already reported in Audit Fees. These services include accounting consultations and attestation services that are not required by statute.
|
(3)
|
Represents the aggregate fees billed to us by Ernst & Young for professional services relating to tax compliance and tax advice.
|
(4)
|
Represents the aggregate fees billed to us by Ernst & Young for other professional services primarily relating to procedures performed in the role of independent review organization as required by our Corporate Integrity Agreement.
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
1.
Consolidated Financial Statements and Supplementary Data:
|
|
Page
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
2.
Financial Statement Schedules:
|
|
Page
Number
|
Exhibit
No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Allergan, Inc. 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 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 3.1 to Allergan, Inc.’s Current Report on Form 8-K filed on November 12, 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)
|
|
|
|
4.2
|
|
Form of Stock Certificate for Allergan, Inc. Common Stock, par value $0.01 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
4.3
|
|
Indenture, dated as of April 12, 2006, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $800,000,000 5.75% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.4
|
|
Form of 5.75% Senior Note due 2016 (incorporated by reference to (and included in) the Indenture dated as of April 12, 2006 between Allergan, Inc. and Wells Fargo Bank, National Association at Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.5
|
|
Registration Rights Agreement, dated as of April 12, 2006, between Allergan, Inc. and Morgan Stanley & Co. Incorporated, as representative of the Initial Purchasers named therein, relating to the $800,000,000 5.75% Senior Notes due 2016 (incorporated by reference to Exhibit 4.4 to Allergan, Inc.'s Current Report on Form 8-K filed on April 12, 2006)
|
|
|
|
4.6
|
|
Indenture, dated as of September 14, 2010, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $650,000,000 3.375% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
4.7
|
|
Supplemental Indenture, dated as of September 14, 2010, between Allergan, Inc. and Wells Fargo Bank, National Association relating to the $650,000,000 3.375% Notes due 2020 (incorporated by reference to Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
4.8
|
|
Form of 3.375% Note due 2020 (incorporated by reference to (and included in) the Supplemental Indenture dated as of September 14, 2010 between Allergan, Inc. and Wells Fargo Bank, National Association at Exhibit 4.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 14, 2010)
|
|
|
|
10.1
|
|
Form of Director and Executive Officer Indemnity Agreement (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2006)
|
|
|
|
10.2
|
|
Allergan, Inc. Change in Control Policy (Effective April 2010) (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.3
|
|
Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Appendix A to Allergan, Inc.'s Proxy Statement filed on March 14, 2003)
|
|
|
|
10.4
|
|
First Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Appendix A to Allergan, Inc.'s Proxy Statement filed on March 21, 2006)
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.5
|
|
Second Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 30, 2007)
|
|
|
|
10.6
|
|
Third Amendment to Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.7
|
|
Amended Form of Non-Qualified Stock Option Award Agreement under the Allergan, Inc. 2003 Nonemployee Director Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.16 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 30, 2007)
|
|
|
|
10.8
|
|
Allergan, Inc. Deferred Directors' Fee Program (Restated December 2010) (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.9
|
|
Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.5 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2000)
|
|
|
|
10.10
|
|
First Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.51 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 26, 2003)
|
|
|
|
10.11
|
|
Second Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.7 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2004)
|
|
|
|
10.12
|
|
Third Amendment to Allergan, Inc. 1989 Incentive Compensation Plan (Restated November 2000) (incorporated by reference to Exhibit 10.15 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010)
|
|
|
|
10.13
|
|
Allergan, Inc. Pension Plan (Restated 2013) (incorporated by reference to Exhibit 10.15 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2012)
|
|
|
|
10.14
|
|
First Amendment to the Allergan, Inc. Pension Plan (Restated 2013) (Incorporated by reference to Exhibit 10.14 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2013)
|
|
|
|
10.15
|
|
Second Amendment to the Allergan, Inc. Pension Plan (Restated 2013 (Incorporated by reference to Exhibit 10.1 of Allergan, Inc.’s Report on Form 10-Q for the Quarter ended March 31, 2014)
|
|
|
|
10.16
|
|
Third Amendment to Allergan, Inc. Pension Plan (Restated 2013) (Incorporated by reference to Exhibit 10.2 to Allergan, Inc.’s Report on Form 10-Q for the Quarter ended March 31, 2014
|
|
|
|
10.17
|
|
Allergan, Inc. Supplemental Executive Benefit Plan and Supplemental Retirement Income Plan (Restated 2011) (incorporated by reference to Exhibit 10.3 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 30, 2011)
|
|
|
|
10.18
|
|
First Amendment to Allergan, Inc. Supplemental Executive Benefit Plan (incorporated by reference to Exhibit 10.18 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2011)
|
|
|
|
10.19
|
|
Allergan, Inc. Executive Severance Pay Plan (Effective January 2011) (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on December 21, 2010)
|
|
|
|
10.20
|
|
Allergan, Inc. 2011 Executive Bonus Plan (incorporated by reference to Annex A to Allergan, Inc.'s Proxy Statement filed on March 8, 2011)
|
|
|
|
10.21
|
|
Allergan, Inc. 2011 Executive Bonus Plan - 2015 Performance Objectives
|
|
|
|
10.22
|
|
Allergan, Inc. 2015 Management Bonus Plan
|
Exhibit
No.
|
|
Description
|
|
|
|
10.23
|
|
Allergan, Inc. Executive Deferred Compensation Plan (Restated 2009) (incorporated by reference to Exhibit 10.23 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
10.24
|
|
Form of Non-Qualified Stock Option Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.25
|
|
Form of Non-Qualified Stock Option Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.30 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.26
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.5 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.27
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.32 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.28
|
|
Form of Restricted Stock Award Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.29
|
|
Form of Restricted Stock Award Grant Notice for Non-Employee Directors under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.34 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.30
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Current Report on Form 8-K filed on May 6, 2008)
|
|
|
|
10.31
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2008 Incentive Award Plan (Amended February 2010) (incorporated by reference to Exhibit 10.36 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009)
|
|
|
|
10.32
|
|
Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.30 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.33
|
|
Form of Non-Qualified Stock Option Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.34
|
|
Form of Restricted Stock Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.35
|
|
Form of Restricted Stock Award Grant Notice for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.8 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.36
|
|
Form of Restricted Stock Unit Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.9 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.37
|
|
Form of Restricted Stock Unit Award Grant Notice for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.10 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Award Grant Notice for Non-Employees Directors under the Allergan, Inc. 2011 Incentive Award Plan (Amended May 2011) (incorporated by reference to Exhibit 10.11 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended March 31, 2011)
|
|
|
|
10.39
|
|
Form of Restricted Stock Unit Award Grant Notice for Non-Employees Directors under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2012) (incorporated by reference to Exhibit 10.39 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2011)
|
|
|
|
10.40
|
|
Form of Performance-Based Restricted Stock Unit Award Grant Notice for Employees under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.40 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2011)
|
|
|
|
10.41
|
|
Form of 2014 Performance-Based Restricted Stock Unit Award Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award Plan ( incorporated by reference to Exhibit 10.1 of Allergan, Inc.’s Report on Form 10-Q for the Quarter Ended September 30, 2014)
|
|
|
|
10.42
|
|
Form of Non-Qualified Stock Option Grant Notice for Non-Employee Directors under the Allergan, Inc. 2011 Incentive Award Plan (incorporated by reference to Exhibit 10.40 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2012)
|
|
|
|
10.43
|
|
Form of Non-Qualified Stock Option Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2014) (incorporated by reference to Exhibit 10.40 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.44
|
|
Form of Restricted Stock Unit Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2014) (incorporated by reference to Exhibit 10.41 to Allergan, Inc.’s Annual Report on form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.45
|
|
Form of Restricted Stock Unit Grant Agreement for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2014) (incorporated by reference to Exhibit 10.42 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.46
|
|
Form of Restricted Stock Unit Award Grant Agreement for Non-Employees Directors under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2014) (incorporated by reference to Exhibit 10.43 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.47
|
|
Form of Non-Qualified Stock Option Grant Agreement for Non-Employee Directors under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2014) (incorporated by reference to Exhibit 10.44 to Allergan, Inc.’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2013)
|
|
|
|
10.48
|
|
Form of Restricted Stock Unit Award Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2015)
|
|
|
|
10.49
|
|
Form of Restricted Stock Unit Award Grant Agreement for Employees (Management Bonus Plan) under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2015)
|
|
|
|
10.50
|
|
Form of Non-Qualified Stock Option Grant Agreement for Employees under the Allergan, Inc. 2011 Incentive Award Plan (Amended February 2015)
|
|
|
|
10.51
|
|
Amended and Restated Credit Agreement, dated as of October 28, 2011, among Allergan, Inc. as Borrower and Guarantor, the Eligible Subsidiaries referred to therein, as Borrowers, the Lenders party thereto, JPMorgan Chase Bank, N.A, as Administrative Agent, Citibank N.A., as Syndication Agent and Bank of America, N.A., as Documentation Agent (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on October 31, 2011)
|
|
|
|
10.52
|
|
Botox
®
- Japan License Agreement, dated as of September 30, 2005, among Allergan, Inc., Allergan Sales, LLC and Glaxo Group Limited (incorporated by reference to Exhibit 10.52 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended September 30, 2005)*
|
Exhibit
No.
|
|
Description
|
|
|
|
10.53
|
|
Amendment No. 1 to
Botox
®
- Japan License Agreement, dated as of March 9, 2010, among Allergan, Inc., Allergan Sales, LLC, Allergan K.K., Allergan NK, and Glaxo Group Limited (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Current Report on Form 8-K filed on March 11, 2010)*
|
|
|
|
10.54
|
|
Amended and Restated License, Commercialization and Supply Agreement, dated as of September 18, 2007, between Esprit Pharma, Inc. and Indevus Pharmaceuticals, Inc. (incorporated by reference and included as Exhibit C to Exhibit 2.1 to Allergan, Inc.'s Current Report on Form 8-K/A filed on September 24, 2007)*
|
|
|
|
10.55
|
|
First Amendment to Amended and Restated License, Commercialization and Supply Agreement, dated as of January 9, 2009, between Allergan USA, Inc. and Indevus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.60 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2008)
|
|
|
|
10.56
|
|
License, Transfer, and Development Agreement, dated as of March 31, 2010, among Serenity Pharmaceuticals LLC and Allergan Sales, LLC, Allergan USA, Inc., and Allergan, Inc. (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on April 2, 2010)*
|
|
|
|
10.57
|
|
License and Collaboration Agreement, dated as of May 3, 2011, among Allergan, Inc., Allergan Sales, LLC, and Molecular Partners AG* (incorporated by reference to Exhibit 10.15 to Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2012)
|
|
|
|
10.58
|
|
Agreement and Plan of Merger, dated as of January 22, 2013, among Allergan, Inc., Groundhog Acquisition, Inc. and MAP Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 of Allergan, Inc.'s Current Report on Form 8-K filed on January 23, 2013)
|
|
|
|
10.59
|
|
Agreement and Plan of Merger, dated as of July 18, 2011, among Allergan, Inc., Erythema Acquisition, Inc., Vicept Therapeutics, Inc. and the Shareholders' Representative (incorporated by reference to Exhibit 2.1 to Allergan, Inc.'s Current Report on Form 8-K filed on July 22, 2011)*
|
|
|
|
10.60
|
|
Agreement and Plan of Merger, dated as of November 15, 2012, among Allergan, Inc., Aphrodite Acquisition, Inc., SkinMedica, Inc. and the Equityholders' Representative (incorporated by reference to Exhibit 2.1 to Allergan, Inc.'s Current Report on Form 8-K filed on November 16, 2012)
|
|
|
|
10.61
|
|
Agreement and Plan of Merger, dated as of November 16, 2014, by and among Actavis plc, Avocado Acquisition Inc. and Allergan, Inc. (incorporated by reference to Exhibit 2.1 to Allergan, Inc.’s Current Report on Form 8-K filed on November 18, 2014)
|
|
|
|
10.62
|
|
Letter of Understanding, dated as of August 1, 2010, between Allergan, Inc. and Douglas S. Ingram (incorporated by reference to Exhibit 10.66 to Allergan, Inc.'s Report on Form 10-Q for the Quarter ended June 30, 2010)
|
|
|
|
10.63
|
|
Letter of Understanding, dated as of August 15, 2014, between Allergan, Inc. and James M. Hindman
|
|
|
|
10.64
|
|
Letter of Understanding, dated as of August 15, 2014, between Allergan, Inc. and Jeffrey L. Edwards
|
|
|
|
10.65
|
|
Settlement Agreement, dated as of August 31, 2010, among Allergan, Inc., Allergan USA, Inc., the United States Department of Justice and the other parties listed therein (incorporated by reference to Exhibit 10.1 to Allergan, Inc.'s Current Report on Form 8-K filed on September 1, 2010)
|
|
|
|
10.66
|
|
Corporate Integrity Agreement, dated as of August 30, 2010, between Allergan, Inc. and the Office of Inspector General of the Department of Health and Human Services (incorporated by reference to Exhibit 10.2 to Allergan, Inc.'s Current Report on Form 8-K filed on September 1, 2010)
|
|
|
|
10.67
|
|
Plea Agreement, dated as of October 5, 2010, between Allergan, Inc. and the United States Attorney's Office for the Northern District of Georgia as counsel for the United States (incorporated by reference to Exhibit 10.70 to Allergan, Inc.'s Current Report on Form 10-Q for the Quarter ended September 30, 2011)
|
|
|
|
21
|
|
List of Subsidiaries of Allergan, Inc.
|
Exhibit
No.
|
|
Description
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
32
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350
|
|
|
|
101
|
|
The following financial statements are from Allergan, Inc.'s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Earnings; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements
|
*
|
Confidential treatment was requested with respect to the omitted portions of this Exhibit, which portions have been filed separately with the U.S. Securities and Exchange Commission and were granted confidential treatment.
|
A
LLERGAN
, I
NC
.
|
|
|
|
|
|
By
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
David E.I. Pyott
|
|
|
Chairman of the Board and
Chief Executive Officer
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
|
David E.I. Pyott
|
|
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ J
AMES M. HINDMAN
|
|
|
|
James M. Hindman
|
|
|
|
Executive Vice President, Finance and Business
Development, Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ J
AMES
F. B
ARLOW
|
|
|
|
James F. Barlow
|
|
|
|
Senior Vice President, Corporate Controller
(Principal Accounting Officer)
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ D
EBORAH
D
UNSIRE
|
|
|
|
Deborah Dunsire
,
M.D.
, Director
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ M
ICHAEL
R. G
ALLAGHER
|
|
|
|
Michael R. Gallagher
, Lead Independent Director
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ T
REVOR
M. J
ONES
|
|
|
|
Trevor M. Jones, Ph.D.,
Director
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ L
OUIS
J. L
AVIGNE
, J
R
.
|
|
|
|
Louis J. Lavigne, Jr.,
Director
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ P
ETER
J. M
CDONNELL
|
|
|
|
Peter J. McDonnell, M.D.,
Director
|
|
|
|
|
Date:
|
February
17
, 2015
|
By
|
/
S
/ T
IMOTHY
D. P
ROCTOR
|
|
|
|
Timothy D. Proctor,
Director
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/
S
/ R
USSELL
T. R
AY
|
|
|
|
Russell T. Ray,
Director
|
|
|
|
|
Date:
|
February
18
, 2015
|
By
|
/S/ H
ENRI
A. T
ERMEER
|
|
|
|
Henri A. Termeer,
Director
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Allergan;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Allergan are being made only in accordance with authorizations of management and directors of Allergan; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Allergan’s assets that could have a material effect on the financial statements.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product net sales
|
$
|
7,126.1
|
|
|
$
|
6,197.5
|
|
|
$
|
5,549.3
|
|
Other revenues
|
111.8
|
|
|
102.9
|
|
|
97.3
|
|
|||
Total revenues
|
7,237.9
|
|
|
6,300.4
|
|
|
5,646.6
|
|
|||
|
|
|
|
|
|
||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of sales (excludes amortization of intangible assets)
|
842.4
|
|
|
795.8
|
|
|
751.2
|
|
|||
Selling, general and administrative
|
2,837.2
|
|
|
2,519.4
|
|
|
2,193.1
|
|
|||
Research and development
|
1,191.6
|
|
|
1,042.3
|
|
|
977.3
|
|
|||
Amortization of intangible assets
|
112.4
|
|
|
116.7
|
|
|
90.2
|
|
|||
Impairment of intangible assets and related costs
|
—
|
|
|
11.4
|
|
|
22.3
|
|
|||
Restructuring charges
|
245.0
|
|
|
5.5
|
|
|
1.5
|
|
|||
Operating income
|
2,009.3
|
|
|
1,809.3
|
|
|
1,611.0
|
|
|||
|
|
|
|
|
|
||||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|||
Interest income
|
7.7
|
|
|
6.8
|
|
|
6.7
|
|
|||
Interest expense
|
(69.4
|
)
|
|
(75.0
|
)
|
|
(63.6
|
)
|
|||
Other, net
|
41.7
|
|
|
(10.3
|
)
|
|
(23.1
|
)
|
|||
|
(20.0
|
)
|
|
(78.5
|
)
|
|
(80.0
|
)
|
|||
|
|
|
|
|
|
||||||
Earnings from continuing operations before income taxes
|
1,989.3
|
|
|
1,730.8
|
|
|
1,531.0
|
|
|||
Provision for income taxes
|
456.7
|
|
|
458.3
|
|
|
430.3
|
|
|||
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
1,532.6
|
|
|
1,272.5
|
|
|
1,100.7
|
|
|||
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
||||||
Earnings from discontinued operations, net of applicable income tax expense of $6.9 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively
|
—
|
|
|
14.1
|
|
|
1.8
|
|
|||
Loss on sale of discontinued operations, net of applicable income tax expense (benefit) of $1.3 million and $(110.3) million for the years ended December 31, 2014 and 2013, respectively
|
(3.8
|
)
|
|
(297.9
|
)
|
|
—
|
|
|||
Discontinued operations
|
(3.8
|
)
|
|
(283.8
|
)
|
|
1.8
|
|
|||
|
|
|
|
|
|
||||||
Net earnings
|
1,528.8
|
|
|
988.7
|
|
|
1,102.5
|
|
|||
Net earnings attributable to noncontrolling interest
|
4.6
|
|
|
3.6
|
|
|
3.7
|
|
|||
Net earnings attributable to Allergan, Inc.
|
$
|
1,524.2
|
|
|
$
|
985.1
|
|
|
$
|
1,098.8
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
5.13
|
|
|
$
|
4.28
|
|
|
$
|
3.64
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.96
|
)
|
|
—
|
|
|||
Net basic earnings per share attributable to Allergan, Inc. stockholders
|
$
|
5.12
|
|
|
$
|
3.32
|
|
|
$
|
3.64
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.03
|
|
|
$
|
4.20
|
|
|
$
|
3.57
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.94
|
)
|
|
0.01
|
|
|||
Net diluted earnings per share attributable to Allergan, Inc. stockholders
|
$
|
5.01
|
|
|
$
|
3.26
|
|
|
$
|
3.58
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,528.8
|
|
|
$
|
988.7
|
|
|
$
|
1,102.5
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(119.6
|
)
|
|
(8.6
|
)
|
|
9.6
|
|
|||
Unrealized holding gain on available-for-sale securities, net of tax expense of $3.3 million
|
5.8
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred holding gains on derivatives designated as cash flow hedges included in net earnings, net of tax benefit of $0.5 million for the years ended December 31, 2014 and 2013 and $0.6 million for the year ended December 31, 2012, respectively
(a)
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
|||
Pension and postretirement benefit plan adjustments:
|
|
|
|
|
|
||||||
Net (loss) gain, net of tax benefit (expense) of $18.0 million, $(9.0) million and $1.1 million for the years ended December 31, 2014, 2013 and 2012, respectively
|
(72.0
|
)
|
|
9.1
|
|
|
(35.9
|
)
|
|||
Additional net prior service cost due to plan amendments, net of tax benefit of $4.4 million
|
(17.8
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization, net of tax expense of $5.5 million, $14.1 million and $0.8 million for the years ended December 31, 2014, 2013 and 2012, respectively
(b)
|
22.1
|
|
|
14.2
|
|
|
25.1
|
|
|||
Other comprehensive (loss) income
|
(182.3
|
)
|
|
13.9
|
|
|
(1.9
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
1,346.5
|
|
|
1,002.6
|
|
|
1,100.6
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
4.3
|
|
|
2.8
|
|
|
5.0
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to Allergan, Inc.
|
$
|
1,342.2
|
|
|
$
|
999.8
|
|
|
$
|
1,095.6
|
|
(a)
|
Reclassified into "Interest expense" in the consolidated statements of earnings.
|
(b)
|
Reclassified, as part of net periodic benefit cost, into "Cost of sales," "Selling, general and administrative" and "Research and development," as appropriate, in the consolidated statements of earnings. See Note 9, “Employee Retirement and Other Benefit Plans.”
|
|
Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||
Balance December 31, 2011
|
307.5
|
|
|
$
|
3.1
|
|
|
$
|
2,761.8
|
|
|
$
|
(241.4
|
)
|
|
$
|
2,969.3
|
|
|
(2.3
|
)
|
|
$
|
(183.2
|
)
|
|
$
|
22.8
|
|
|
$
|
5,332.4
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
1,098.8
|
|
|
|
|
|
|
|
|
3.7
|
|
|
1,102.5
|
|
|||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(3.2
|
)
|
|
|
|
|
|
|
|
|
|
|
1.3
|
|
|
(1.9
|
)
|
|||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(60.4
|
)
|
|
|
|
|
|
|
|
|
|
|
(60.4
|
)
|
|||||||
Stock options exercised
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
(177.3
|
)
|
|
4.9
|
|
|
422.9
|
|
|
|
|
|
246.2
|
|
|||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
45.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.7
|
|
|||||||
Activity under other stock plans
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
0.1
|
|
|
6.6
|
|
|
|
|
|
6.4
|
|
||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.0
|
)
|
|
(909.0
|
)
|
|
|
|
|
(909.0
|
)
|
|||||||
Stock-based award activity
|
|
|
|
|
|
|
92.7
|
|
|
|
|
|
1.7
|
|
|
0.1
|
|
|
8.6
|
|
|
|
|
|
103.0
|
|
|||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.3
|
)
|
|
(2.3
|
)
|
|||||||
Balance December 31, 2012
|
307.5
|
|
|
3.1
|
|
|
2,900.6
|
|
|
(244.6
|
)
|
|
3,832.1
|
|
|
(7.2
|
)
|
|
(654.1
|
)
|
|
25.5
|
|
|
5,862.6
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
985.1
|
|
|
|
|
|
|
|
|
3.6
|
|
|
988.7
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
14.7
|
|
|
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
|
13.9
|
|
|||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(59.5
|
)
|
|
|
|
|
|
|
|
|
|
|
(59.5
|
)
|
|||||||
Stock options exercised
|
0.1
|
|
|
|
|
|
0.7
|
|
|
|
|
|
(109.9
|
)
|
|
3.2
|
|
|
291.5
|
|
|
|
|
|
182.3
|
|
|||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
37.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37.7
|
|
|||||||
Activity under other stock plans
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
(0.7
|
)
|
|
0.1
|
|
|
7.6
|
|
|
|
|
|
6.3
|
|
|||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.1
|
)
|
|
(650.7
|
)
|
|
|
|
|
(650.7
|
)
|
|||||||
Stock-based award activity
|
|
|
|
|
|
|
95.7
|
|
|
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
12.9
|
|
|
|
|
|
108.2
|
|
|||||||
Purchase of noncontrolling interest in a subsidiary
|
|
|
|
|
(1.3
|
)
|
|
3.3
|
|
|
|
|
|
|
|
|
(20.0
|
)
|
|
(18.0
|
)
|
||||||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
|||||||
Balance December 31, 2013
|
307.6
|
|
|
3.1
|
|
|
3,032.8
|
|
|
(226.6
|
)
|
|
4,646.7
|
|
|
(9.9
|
)
|
|
(992.8
|
)
|
|
6.3
|
|
|
6,469.5
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
1,524.2
|
|
|
|
|
|
|
|
|
4.6
|
|
|
1,528.8
|
|
|||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(182.0
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
(182.3
|
)
|
|||||||
Dividends ($0.20 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(59.7
|
)
|
|
|
|
|
|
|
|
|
|
|
(59.7
|
)
|
|||||||
Stock options exercised
|
|
|
|
|
|
3.1
|
|
|
|
|
|
(219.3
|
)
|
|
7.6
|
|
|
735.3
|
|
|
|
|
|
519.1
|
|
||||||||
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
167.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167.5
|
|
|||||||
Activity under other stock plans
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
2.3
|
|
|
|
|
3.1
|
|
|
|
|
|
6.0
|
|
||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.1
|
)
|
|
(839.2
|
)
|
|
|
|
|
(839.2
|
)
|
|||||||
Stock-based award activity
|
|
|
|
|
|
|
149.7
|
|
|
|
|
|
0.6
|
|
|
|
|
3.6
|
|
|
|
|
|
153.9
|
|
||||||||
Dividends to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||||||
Balance December 31, 2014
|
307.6
|
|
|
$
|
3.1
|
|
|
$
|
3,353.7
|
|
|
$
|
(408.6
|
)
|
|
$
|
5,894.8
|
|
|
(8.4
|
)
|
|
$
|
(1,090.0
|
)
|
|
$
|
10.0
|
|
|
$
|
7,763.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,528.8
|
|
|
$
|
988.7
|
|
|
$
|
1,102.5
|
|
Non-cash items included in net earnings:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
248.1
|
|
|
254.6
|
|
|
256.6
|
|
|||
Amortization of original issue discount and debt issuance costs
|
2.8
|
|
|
2.6
|
|
|
1.9
|
|
|||
Amortization of net realized gain on interest rate swap
|
(15.0
|
)
|
|
(14.4
|
)
|
|
(7.7
|
)
|
|||
Deferred income tax benefit
|
(79.8
|
)
|
|
(192.2
|
)
|
|
(88.3
|
)
|
|||
Loss on disposal and impairment of assets
|
29.8
|
|
|
5.8
|
|
|
5.7
|
|
|||
Unrealized (gain) loss on derivative instruments
|
(37.2
|
)
|
|
(10.4
|
)
|
|
15.3
|
|
|||
Expense of share-based compensation plans
|
159.7
|
|
|
114.4
|
|
|
109.1
|
|
|||
Loss on sale of discontinued operations
|
—
|
|
|
408.2
|
|
|
—
|
|
|||
Impairment of intangible assets and related costs
|
—
|
|
|
11.4
|
|
|
22.3
|
|
|||
(Income) expense from changes in fair value of contingent consideration
|
(15.1
|
)
|
|
70.7
|
|
|
5.4
|
|
|||
Provision for losses on trade receivables in Venezuela
|
37.3
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
246.4
|
|
|
5.5
|
|
|
5.7
|
|
|||
Loss on investments
|
3.1
|
|
|
3.7
|
|
|
—
|
|
|||
Pension and other post-retirement benefit plans settlements and curtailments
|
12.1
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade receivables
|
(115.7
|
)
|
|
(139.6
|
)
|
|
(34.3
|
)
|
|||
Inventories
|
(43.8
|
)
|
|
(26.9
|
)
|
|
(7.3
|
)
|
|||
Other current assets
|
(23.3
|
)
|
|
(0.8
|
)
|
|
(16.0
|
)
|
|||
Other non-current assets
|
(29.7
|
)
|
|
(15.5
|
)
|
|
44.1
|
|
|||
Accounts payable
|
1.9
|
|
|
37.4
|
|
|
32.7
|
|
|||
Accrued expenses
|
115.9
|
|
|
110.2
|
|
|
73.1
|
|
|||
Income taxes
|
(124.0
|
)
|
|
64.9
|
|
|
52.4
|
|
|||
Other liabilities
|
25.5
|
|
|
17.1
|
|
|
26.7
|
|
|||
Net cash provided by operating activities
|
1,927.8
|
|
|
1,695.4
|
|
|
1,599.9
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of short-term investments
|
(1,269.8
|
)
|
|
(1,025.6
|
)
|
|
(865.2
|
)
|
|||
Purchases of equity investments
|
(20.3
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(67.5
|
)
|
|
(892.1
|
)
|
|
(349.2
|
)
|
|||
Additions to property, plant and equipment
|
(243.9
|
)
|
|
(171.9
|
)
|
|
(143.3
|
)
|
|||
Additions to capitalized software
|
(19.0
|
)
|
|
(11.8
|
)
|
|
(13.9
|
)
|
|||
Additions to intangible assets
|
(15.0
|
)
|
|
(0.3
|
)
|
|
(4.1
|
)
|
|||
Proceeds from maturities of short-term investments
|
1,815.9
|
|
|
683.2
|
|
|
784.6
|
|
|||
Proceeds from sale of business
|
1.8
|
|
|
42.7
|
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
0.5
|
|
|
0.5
|
|
|
1.8
|
|
|||
Net cash provided by (used in) investing activities
|
182.7
|
|
|
(1,375.3
|
)
|
|
(589.3
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Dividends to stockholders
|
(59.6
|
)
|
|
(59.4
|
)
|
|
(60.4
|
)
|
|||
Payments to acquire treasury stock
|
(839.2
|
)
|
|
(650.7
|
)
|
|
(909.0
|
)
|
|||
Purchase of noncontrolling interest in a subsidiary
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|||
Payments of contingent consideration
|
(10.2
|
)
|
|
(61.2
|
)
|
|
(5.1
|
)
|
|||
Net borrowings (repayments) of notes payable
|
16.5
|
|
|
6.8
|
|
|
(35.1
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior notes, net of discount
|
—
|
|
|
598.5
|
|
|
—
|
|
|||
Sale of stock to employees
|
521.0
|
|
|
179.3
|
|
|
246.4
|
|
|||
Excess tax benefits from share-based compensation
|
167.5
|
|
|
37.7
|
|
|
45.7
|
|
|||
Net cash (used in) provided by financing activities
|
(204.0
|
)
|
|
28.2
|
|
|
(717.5
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and equivalents
|
(41.2
|
)
|
|
(4.0
|
)
|
|
2.6
|
|
|||
Net increase in cash and equivalents
|
1,865.3
|
|
|
344.3
|
|
|
295.7
|
|
|||
Cash and equivalents at beginning of period
|
3,046.1
|
|
|
2,701.8
|
|
|
2,406.1
|
|
|||
Cash and equivalents at end of period
|
$
|
4,911.4
|
|
|
$
|
3,046.1
|
|
|
$
|
2,701.8
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amount capitalized
|
$
|
83.4
|
|
|
$
|
83.3
|
|
|
$
|
64.2
|
|
Income taxes, net of refunds
|
$
|
487.8
|
|
|
$
|
455.3
|
|
|
$
|
407.0
|
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Product net sales
|
$
|
114.4
|
|
|
$
|
159.5
|
|
|
|
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|||
Cost of sales (excludes amortization of intangible assets)
|
20.2
|
|
|
24.3
|
|
||
Selling, general and administrative
|
57.9
|
|
|
75.3
|
|
||
Research and development
|
5.0
|
|
|
12.3
|
|
||
Amortization of intangible assets
|
10.3
|
|
|
41.1
|
|
||
Restructuring charges
|
—
|
|
|
4.2
|
|
||
|
|
|
|
||||
Earnings from discontinued operations before income taxes
|
21.0
|
|
|
2.3
|
|
||
Provision for income taxes
|
(6.9
|
)
|
|
(0.5
|
)
|
||
Earnings from discontinued operations, net of income taxes
|
$
|
14.1
|
|
|
$
|
1.8
|
|
|
|
Employee Severance
|
|
Contract Termination Costs
|
|
Other
|
|
Total
|
||||||||
|
|
(in millions)
|
||||||||||||||
Restructuring charges during 2014
|
|
$
|
150.4
|
|
|
$
|
39.7
|
|
|
$
|
29.3
|
|
|
$
|
219.4
|
|
Spending
|
|
(52.7
|
)
|
|
(5.2
|
)
|
|
(19.7
|
)
|
|
(77.6
|
)
|
||||
Balance at December 31, 2014 (included in "Accounts payable," "Other accrued expenses" and "Other liabilities")
|
|
$
|
97.7
|
|
|
$
|
34.5
|
|
|
$
|
9.6
|
|
|
$
|
141.8
|
|
|
|
Employee Severance
|
|
Other
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Restructuring charges during 2014
|
|
$
|
21.7
|
|
|
$
|
2.8
|
|
|
$
|
24.5
|
|
Spending
|
|
(15.5
|
)
|
|
(2.4
|
)
|
|
(17.9
|
)
|
|||
Balance at December 31, 2014 (included in "Other accrued expenses")
|
|
$
|
6.2
|
|
|
$
|
0.4
|
|
|
$
|
6.6
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Trade receivables, net
|
|
|
|
||||
Trade receivables
|
$
|
1,004.2
|
|
|
$
|
935.4
|
|
Less allowance for sales returns — medical device products
|
(23.0
|
)
|
|
(27.9
|
)
|
||
Less allowance for doubtful accounts
|
(66.7
|
)
|
|
(24.2
|
)
|
||
|
$
|
914.5
|
|
|
$
|
883.3
|
|
|
|
|
|
||||
Inventories
|
|
|
|
||||
Finished products
|
$
|
188.3
|
|
|
$
|
180.0
|
|
Work in process
|
50.5
|
|
|
44.1
|
|
||
Raw materials
|
57.2
|
|
|
61.2
|
|
||
|
$
|
296.0
|
|
|
$
|
285.3
|
|
|
|
|
|
||||
Other current assets
|
|
|
|
|
|
||
Prepaid expenses
|
$
|
218.4
|
|
|
$
|
157.1
|
|
Deferred taxes
|
343.5
|
|
|
277.9
|
|
||
Foreign currency derivative assets
|
75.1
|
|
|
20.4
|
|
||
Other
|
57.3
|
|
|
37.6
|
|
||
|
$
|
694.3
|
|
|
$
|
493.0
|
|
|
|
|
|
||||
Investments and other assets
|
|
|
|
|
|
||
Deferred executive compensation investments
|
$
|
112.9
|
|
|
$
|
100.7
|
|
Capitalized software
|
37.0
|
|
|
36.8
|
|
||
Prepaid pensions
|
11.1
|
|
|
5.6
|
|
||
Debt issuance costs
|
8.6
|
|
|
10.8
|
|
||
Equity investments
|
47.2
|
|
|
20.8
|
|
||
Other
|
55.1
|
|
|
38.5
|
|
||
|
$
|
271.9
|
|
|
$
|
213.2
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
|
|
|
|
||
Land
|
$
|
71.2
|
|
|
$
|
62.2
|
|
Buildings
|
1,066.1
|
|
|
962.8
|
|
||
Machinery and equipment
|
844.0
|
|
|
784.8
|
|
||
|
1,981.3
|
|
|
1,809.8
|
|
||
Less accumulated depreciation
|
(975.0
|
)
|
|
(886.6
|
)
|
||
|
$
|
1,006.3
|
|
|
$
|
923.2
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Other accrued expenses
|
|
|
|
|
|
||
Sales rebates and other incentive programs
|
$
|
372.1
|
|
|
$
|
279.3
|
|
Royalties
|
27.3
|
|
|
26.2
|
|
||
Interest
|
22.0
|
|
|
22.0
|
|
||
Sales returns — specialty pharmaceutical products
|
60.4
|
|
|
56.5
|
|
||
Product warranties — breast implant products
|
7.7
|
|
|
7.6
|
|
||
Contingent consideration
|
53.8
|
|
|
9.9
|
|
||
Investment bank advisory fees
|
24.0
|
|
|
—
|
|
||
Annual branded prescription drug fee
|
34.1
|
|
|
6.1
|
|
||
Restructuring charges
|
109.6
|
|
|
—
|
|
||
Other
|
194.0
|
|
|
189.9
|
|
||
|
$
|
905.0
|
|
|
$
|
597.5
|
|
|
|
|
|
||||
Other liabilities
|
|
|
|
|
|
||
Postretirement benefit plan
|
$
|
56.5
|
|
|
$
|
44.3
|
|
Qualified and non-qualified pension plans
|
267.3
|
|
|
194.5
|
|
||
Deferred executive compensation
|
116.3
|
|
|
105.3
|
|
||
Deferred income
|
72.8
|
|
|
67.0
|
|
||
Contingent consideration
|
312.1
|
|
|
215.3
|
|
||
Product warranties — breast implant products
|
28.5
|
|
|
26.0
|
|
||
Unrecognized tax benefit liabilities
|
82.6
|
|
|
67.7
|
|
||
Other
|
74.0
|
|
|
42.1
|
|
||
|
$
|
1,010.1
|
|
|
$
|
762.2
|
|
|
|
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
$
|
(149.0
|
)
|
|
$
|
(29.7
|
)
|
Deferred holding gains on derivative instruments, net of taxes of $0.7 million and $1.2 million for 2014 and 2013, respectively
|
1.0
|
|
|
1.8
|
|
||
Unrealized gain on marketable equity investments, net of taxes of $3.3 million
|
5.8
|
|
|
—
|
|
||
Actuarial losses not yet recognized as a component of pension and postretirement benefit plan costs, net of taxes of $100.4 million and $83.5 million for 2014 and 2013, respectively
|
(266.4
|
)
|
|
(198.7
|
)
|
||
|
$
|
(408.6
|
)
|
|
$
|
(226.6
|
)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Weighted
Average
Amortization
Period
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Weighted
Average
Amortization
Period
|
||||||||
|
(in millions)
|
|
(in years)
|
|
(in millions)
|
|
(in years)
|
||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
||||||||||||
Developed technology
|
$
|
648.5
|
|
|
$
|
(394.9
|
)
|
|
11.1
|
|
$
|
647.7
|
|
|
$
|
(343.8
|
)
|
|
11.1
|
Customer relationships
|
54.2
|
|
|
(41.9
|
)
|
|
2.7
|
|
54.7
|
|
|
(21.8
|
)
|
|
2.7
|
||||
Licensing
|
190.5
|
|
|
(167.7
|
)
|
|
9.3
|
|
185.8
|
|
|
(164.8
|
)
|
|
9.3
|
||||
Trademarks
|
89.1
|
|
|
(33.8
|
)
|
|
12.4
|
|
89.6
|
|
|
(29.7
|
)
|
|
12.4
|
||||
Technology-related assets
|
335.3
|
|
|
(86.3
|
)
|
|
14.9
|
|
327.5
|
|
|
(66.9
|
)
|
|
14.8
|
||||
Other
|
29.0
|
|
|
(14.6
|
)
|
|
7.7
|
|
30.7
|
|
|
(12.8
|
)
|
|
7.6
|
||||
|
1,346.6
|
|
|
(739.2
|
)
|
|
11.5
|
|
1,336.0
|
|
|
(639.8
|
)
|
|
11.4
|
||||
Unamortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
In-process research and development
|
1,179.1
|
|
|
—
|
|
|
|
|
953.8
|
|
|
—
|
|
|
|
||||
|
$
|
2,525.7
|
|
|
$
|
(739.2
|
)
|
|
|
|
$
|
2,289.8
|
|
|
$
|
(639.8
|
)
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Developed technology
|
$
|
59.1
|
|
|
$
|
57.2
|
|
|
$
|
53.4
|
|
Customer relationships
|
20.5
|
|
|
20.5
|
|
|
1.1
|
|
|||
Licensing
|
3.0
|
|
|
7.4
|
|
|
20.4
|
|
|||
Trademarks
|
4.4
|
|
|
4.4
|
|
|
0.4
|
|
|||
Technology-related assets
|
22.3
|
|
|
19.4
|
|
|
6.5
|
|
|||
Other
|
3.1
|
|
|
7.8
|
|
|
8.4
|
|
|||
|
$
|
112.4
|
|
|
$
|
116.7
|
|
|
$
|
90.2
|
|
|
Specialty
Pharmaceuticals
|
|
Medical
Devices
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Balance at December 31, 2012
|
$
|
299.8
|
|
|
$
|
1,834.0
|
|
|
$
|
2,133.8
|
|
MAP acquisition
|
175.0
|
|
|
—
|
|
|
175.0
|
|
|||
Exemplar acquisition
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|||
SkinMedica acquisition adjustments
|
17.6
|
|
|
—
|
|
|
17.6
|
|
|||
Foreign exchange translation effects and other
|
(5.2
|
)
|
|
4.2
|
|
|
(1.0
|
)
|
|||
Balance at December 31, 2013
|
501.2
|
|
|
1,838.2
|
|
|
2,339.4
|
|
|||
LiRIS acquisition
|
69.8
|
|
|
—
|
|
|
69.8
|
|
|||
Foreign exchange translation effects
|
(3.9
|
)
|
|
(12.4
|
)
|
|
(16.3
|
)
|
|||
Balance at December 31, 2014
|
$
|
567.1
|
|
|
$
|
1,825.8
|
|
|
$
|
2,392.9
|
|
|
2014
Average
Effective
Interest
Rate
|
|
December 31, 2014
|
|
2013
Average
Effective
Interest
Rate
|
|
December 31, 2013
|
||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||
Bank loans
|
8.83
|
%
|
|
$
|
72.1
|
|
|
6.07
|
%
|
|
$
|
55.6
|
|
Real estate mortgage; maturing 2017
|
5.65
|
%
|
|
20.0
|
|
|
5.65
|
%
|
|
20.0
|
|
||
Senior notes due 2016
|
3.94
|
%
|
|
817.5
|
|
|
3.94
|
%
|
|
831.0
|
|
||
Senior notes due 2018
|
1.39
|
%
|
|
249.7
|
|
|
1.39
|
%
|
|
249.5
|
|
||
Senior notes due 2020
|
3.41
|
%
|
|
648.9
|
|
|
3.41
|
%
|
|
648.7
|
|
||
Senior notes due 2023
|
2.83
|
%
|
|
349.2
|
|
|
2.83
|
%
|
|
349.1
|
|
||
|
|
|
|
2,157.4
|
|
|
|
|
|
2,153.9
|
|
||
Less current maturities
|
|
|
|
72.1
|
|
|
|
|
|
55.6
|
|
||
Total long-term debt
|
|
|
|
$
|
2,085.3
|
|
|
|
|
|
$
|
2,098.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
922.5
|
|
|
$
|
890.1
|
|
|
$
|
846.8
|
|
Non-U.S.
|
1,066.8
|
|
|
840.7
|
|
|
684.2
|
|
|||
Total
|
$
|
1,989.3
|
|
|
$
|
1,730.8
|
|
|
$
|
1,531.0
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Current
|
|
||||||||||
U.S. federal
|
$
|
352.9
|
|
|
$
|
342.4
|
|
|
$
|
378.3
|
|
U.S. state
|
16.2
|
|
|
24.7
|
|
|
20.4
|
|
|||
Non-U.S.
|
167.4
|
|
|
152.7
|
|
|
103.9
|
|
|||
Total current
|
536.5
|
|
|
519.8
|
|
|
502.6
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
|
|
|
|||
U.S. federal
|
(31.6
|
)
|
|
(34.8
|
)
|
|
(72.7
|
)
|
|||
U.S. state
|
(25.3
|
)
|
|
(12.6
|
)
|
|
0.1
|
|
|||
Non-U.S.
|
(22.9
|
)
|
|
(14.1
|
)
|
|
0.3
|
|
|||
Total deferred
|
(79.8
|
)
|
|
(61.5
|
)
|
|
(72.3
|
)
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
456.7
|
|
|
$
|
458.3
|
|
|
$
|
430.3
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory rate of tax expense
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of U.S. tax benefit
|
0.4
|
|
|
0.9
|
|
|
1.1
|
|
Tax differential on foreign earnings
|
(10.8
|
)
|
|
(9.0
|
)
|
|
(8.8
|
)
|
Other credits (R&D)
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(0.9
|
)
|
Tax audit settlements/adjustments
|
0.7
|
|
|
0.8
|
|
|
1.3
|
|
Other
|
0.6
|
|
|
1.8
|
|
|
0.4
|
|
Effective tax rate
|
23.0
|
%
|
|
26.5
|
%
|
|
28.1
|
%
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Deferred tax assets
|
|
||||||
Net operating losses
|
$
|
144.9
|
|
|
$
|
179.7
|
|
Accrued expenses
|
173.6
|
|
|
130.0
|
|
||
Capitalized expenses
|
161.1
|
|
|
176.5
|
|
||
Deferred compensation
|
52.1
|
|
|
47.4
|
|
||
Medicare, Medicaid and other accrued health care rebates
|
110.1
|
|
|
80.0
|
|
||
Postretirement medical benefits
|
21.9
|
|
|
16.6
|
|
||
Capitalized intangible assets
|
31.5
|
|
|
38.9
|
|
||
Deferred revenue
|
19.2
|
|
|
19.2
|
|
||
Inventory reserves and adjustments
|
14.2
|
|
|
14.5
|
|
||
Share-based compensation awards
|
94.8
|
|
|
101.6
|
|
||
Unbilled costs
|
28.1
|
|
|
28.3
|
|
||
Pension plans
|
69.9
|
|
|
52.6
|
|
||
R&D credits
|
37.2
|
|
|
26.2
|
|
||
All other
|
57.4
|
|
|
46.3
|
|
||
|
1,016.0
|
|
|
957.8
|
|
||
Less: valuation allowance
|
(39.1
|
)
|
|
(48.9
|
)
|
||
Total deferred tax assets
|
976.9
|
|
|
908.9
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
|
|
||
Depreciation
|
(13.1
|
)
|
|
0.1
|
|
||
Developed and technology-related intangible assets
|
131.3
|
|
|
153.5
|
|
||
In-process R&D
|
428.3
|
|
|
348.6
|
|
||
Total deferred tax liabilities
|
546.5
|
|
|
502.2
|
|
||
Net deferred tax assets
|
$
|
430.4
|
|
|
$
|
406.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
77.3
|
|
|
$
|
61.9
|
|
|
$
|
53.0
|
|
Gross increase as a result of positions taken in a prior year
|
8.4
|
|
|
8.7
|
|
|
20.9
|
|
|||
Gross decrease as a result of positions taken in a prior year
|
(32.7
|
)
|
|
(14.6
|
)
|
|
(12.7
|
)
|
|||
Gross increase as a result of positions taken in current year
|
39.1
|
|
|
23.3
|
|
|
3.4
|
|
|||
Gross decrease as a result of positions taken in current year
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|||
Increases (decreases) related to settlements
|
1.8
|
|
|
(2.0
|
)
|
|
(2.7
|
)
|
|||
Decreases due to lapse in statute of limitations
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
$
|
91.6
|
|
|
$
|
77.3
|
|
|
$
|
61.9
|
|
Major Jurisdictions
|
Open Years
|
U.S. Federal
|
2007 - 2013
|
California
|
2005 - 2013
|
Brazil
|
2009 - 2013
|
Canada
|
2007 - 2013
|
France
|
2011 - 2013
|
Germany
|
2012 - 2013
|
Italy
|
2009 - 2013
|
Ireland
|
2007 - 2013
|
Spain
|
2010 - 2013
|
United Kingdom
|
2011 - 2013
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost
|
$
|
29.4
|
|
|
$
|
28.5
|
|
|
$
|
25.7
|
|
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
1.7
|
|
Interest cost
|
52.0
|
|
|
46.2
|
|
|
43.8
|
|
|
2.3
|
|
|
2.0
|
|
|
1.9
|
|
||||||
Expected return on plan assets
|
(52.8
|
)
|
|
(45.0
|
)
|
|
(43.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
||||||
Loss on plan settlements
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs (credits)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|
(2.7
|
)
|
||||||
Recognized net actuarial losses
|
15.7
|
|
|
31.0
|
|
|
27.0
|
|
|
0.8
|
|
|
1.4
|
|
|
1.3
|
|
||||||
Net periodic benefit cost
|
$
|
58.2
|
|
|
$
|
60.7
|
|
|
$
|
53.1
|
|
|
$
|
0.1
|
|
|
$
|
2.5
|
|
|
$
|
2.2
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Change in Projected Benefit Obligation
|
|
||||||||||||||
Projected benefit obligation, beginning of year
|
$
|
1,125.6
|
|
|
$
|
1,084.6
|
|
|
$
|
45.8
|
|
|
$
|
47.9
|
|
Service cost
|
29.4
|
|
|
28.5
|
|
|
1.5
|
|
|
1.8
|
|
||||
Interest cost
|
52.0
|
|
|
46.2
|
|
|
2.3
|
|
|
2.0
|
|
||||
Participant contributions
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Plan changes
|
(112.4
|
)
|
|
(1.0
|
)
|
|
(1.9
|
)
|
|
—
|
|
||||
Plan settlements
|
(65.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
313.5
|
|
|
(25.7
|
)
|
|
11.3
|
|
|
(5.4
|
)
|
||||
Benefits paid
|
(25.8
|
)
|
|
(19.8
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
||||
Impact of foreign currency translation
|
(39.3
|
)
|
|
11.3
|
|
|
—
|
|
|
—
|
|
||||
Projected benefit obligation, end of year
|
1,278.7
|
|
|
1,125.6
|
|
|
58.0
|
|
|
45.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
933.9
|
|
|
869.3
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
155.1
|
|
|
31.3
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
51.9
|
|
|
42.3
|
|
|
1.0
|
|
|
0.5
|
|
||||
Participant contributions
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(65.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(25.8
|
)
|
|
(19.8
|
)
|
|
(1.0
|
)
|
|
(0.5
|
)
|
||||
Impact of foreign currency translation
|
(31.1
|
)
|
|
9.3
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
1,019.7
|
|
|
933.9
|
|
|
—
|
|
|
—
|
|
||||
Funded status of plans
|
$
|
(259.0
|
)
|
|
$
|
(191.7
|
)
|
|
$
|
(58.0
|
)
|
|
$
|
(45.8
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Investments and other assets
|
$
|
11.1
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation
|
(2.8
|
)
|
|
(2.8
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||
Other liabilities
|
(267.3
|
)
|
|
(194.5
|
)
|
|
(56.5
|
)
|
|
(44.3
|
)
|
||||
Net accrued benefit costs
|
$
|
(259.0
|
)
|
|
$
|
(191.7
|
)
|
|
$
|
(58.0
|
)
|
|
$
|
(45.8
|
)
|
|
Projected Benefit
Obligation
Exceeds
the Fair Value of
Plan Assets
|
|
Accumulated
Benefit
Obligation
Exceeds the Fair
Value of
Plan Assets
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
1,144.1
|
|
|
$
|
1,098.4
|
|
|
$
|
1,144.1
|
|
|
$
|
327.5
|
|
Accumulated benefit obligation
|
1,138.0
|
|
|
992.3
|
|
|
1,138.0
|
|
|
283.5
|
|
||||
Fair value of plan assets
|
873.9
|
|
|
901.1
|
|
|
873.9
|
|
|
156.6
|
|
|
December 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Equivalents
|
$
|
24.5
|
|
|
$
|
—
|
|
|
$
|
24.5
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. small-cap growth
|
26.8
|
|
|
—
|
|
|
26.8
|
|
|
—
|
|
||||
U.S. large-cap index
|
76.8
|
|
|
—
|
|
|
76.8
|
|
|
—
|
|
||||
International equities
|
217.3
|
|
|
217.3
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds
|
90.8
|
|
|
—
|
|
|
90.8
|
|
|
—
|
|
||||
Global corporate bonds
|
413.7
|
|
|
—
|
|
|
413.7
|
|
|
—
|
|
||||
International bond funds
|
111.7
|
|
|
—
|
|
|
111.7
|
|
|
—
|
|
||||
Global corporate bond funds
|
17.3
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
||||
International government bond funds
|
40.8
|
|
|
40.8
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,019.7
|
|
|
$
|
275.4
|
|
|
$
|
744.3
|
|
|
$
|
—
|
|
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Equivalents
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
|
$
|
—
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|||||||
U.S. small-cap growth
|
26.1
|
|
|
—
|
|
|
26.1
|
|
|
—
|
|
||||
U.S. large-cap index
|
65.3
|
|
|
—
|
|
|
65.3
|
|
|
—
|
|
||||
International equities
|
212.7
|
|
|
212.7
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury bonds
|
86.5
|
|
|
—
|
|
|
86.5
|
|
|
—
|
|
||||
Global corporate bonds
|
385.1
|
|
|
—
|
|
|
385.1
|
|
|
—
|
|
||||
International bond funds
|
91.4
|
|
|
—
|
|
|
91.4
|
|
|
—
|
|
||||
Global corporate bond funds
|
20.4
|
|
|
20.4
|
|
|
—
|
|
|
—
|
|
||||
International government bond funds
|
29.5
|
|
|
29.5
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
933.9
|
|
|
$
|
262.6
|
|
|
$
|
671.3
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
For Determining Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.05
|
%
|
|
4.23
|
%
|
|
4.63
|
%
|
|
5.02
|
%
|
|
4.21
|
%
|
|
4.60
|
%
|
Expected return on plan assets
|
6.25
|
%
|
|
6.25
|
%
|
|
6.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
Non-U.S. Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.19
|
%
|
|
4.55
|
%
|
|
5.14
|
%
|
|
|
|
|
|
|
|||
Expected return on plan assets
|
4.56
|
%
|
|
4.36
|
%
|
|
4.80
|
%
|
|
|
|
|
|
|
|||
Rate of compensation increase
|
2.94
|
%
|
|
2.89
|
%
|
|
3.04
|
%
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For Determining Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate
|
4.21
|
%
|
|
5.05
|
%
|
|
|
|
4.21
|
%
|
|
5.02
|
%
|
|
|
||
Rate of compensation increase
|
—
|
|
|
4.00
|
%
|
|
|
|
—
|
|
|
—
|
|
|
|
||
Non-U.S. Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
2.64
|
%
|
|
4.19
|
%
|
|
|
|
|
|
|
|
|
||||
Rate of compensation increase
|
2.92
|
%
|
|
2.94
|
%
|
|
|
|
|
|
|
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(in millions)
|
||||||
2015
|
$
|
26.1
|
|
|
$
|
1.5
|
|
2016
|
28.7
|
|
|
2.2
|
|
||
2017
|
31.4
|
|
|
2.6
|
|
||
2018
|
34.1
|
|
|
2.8
|
|
||
2019
|
37.4
|
|
|
2.9
|
|
||
2020 – 2024
|
226.6
|
|
|
17.1
|
|
||
|
$
|
384.3
|
|
|
$
|
29.1
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|||||||||
|
(in thousands, except option exercise price and fair value data)
|
|||||||||||||||||||
Outstanding, beginning of year
|
22,017
|
|
|
$
|
73.41
|
|
|
21,567
|
|
|
$
|
65.00
|
|
|
22,651
|
|
|
$
|
57.47
|
|
Options granted
|
3,653
|
|
|
125.27
|
|
|
4,511
|
|
|
105.38
|
|
|
4,372
|
|
|
88.01
|
|
|||
Options exercised
|
(7,629
|
)
|
|
68.05
|
|
|
(3,187
|
)
|
|
57.36
|
|
|
(4,928
|
)
|
|
50.02
|
|
|||
Options cancelled
|
(357
|
)
|
|
103.22
|
|
|
(874
|
)
|
|
89.29
|
|
|
(528
|
)
|
|
72.39
|
|
|||
Outstanding, end of year
|
17,684
|
|
|
85.83
|
|
|
22,017
|
|
|
73.41
|
|
|
21,567
|
|
|
65.00
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable, end of year
|
9,517
|
|
|
67.96
|
|
|
12,051
|
|
|
59.52
|
|
|
10,906
|
|
|
56.25
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average per share fair value of options granted during the year
|
|
|
$
|
38.62
|
|
|
|
|
$
|
27.58
|
|
|
|
|
$
|
22.45
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Number
of
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||||||
|
(in thousands, except fair value data)
|
|||||||||||||||||||
Restricted share awards, beginning of year
|
875
|
|
|
$
|
76.59
|
|
|
1,165
|
|
|
$
|
67.08
|
|
|
1,035
|
|
|
$
|
57.38
|
|
Shares granted
|
283
|
|
|
155.49
|
|
|
178
|
|
|
104.66
|
|
|
360
|
|
|
88.75
|
|
|||
Shares vested
|
(287
|
)
|
|
70.53
|
|
|
(406
|
)
|
|
48.20
|
|
|
(198
|
)
|
|
57.22
|
|
|||
Shares cancelled
|
(55
|
)
|
|
94.63
|
|
|
(62
|
)
|
|
78.69
|
|
|
(32
|
)
|
|
59.87
|
|
|||
Restricted share awards, end of year
|
816
|
|
|
104.85
|
|
|
875
|
|
|
76.59
|
|
|
1,165
|
|
|
67.08
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Employee and director stock options
|
$
|
133.4
|
|
|
$
|
90.1
|
|
|
$
|
81.1
|
|
Employee and director restricted share awards
|
20.5
|
|
|
16.4
|
|
|
19.4
|
|
|||
Stock contributed to employee benefit plans
|
5.8
|
|
|
6.2
|
|
|
6.1
|
|
|||
Pre-tax share-based compensation expense
|
159.7
|
|
|
112.7
|
|
|
106.6
|
|
|||
Income tax benefit
|
(50.6
|
)
|
|
(35.8
|
)
|
|
(34.6
|
)
|
|||
Net share-based compensation expense
|
$
|
109.1
|
|
|
$
|
76.9
|
|
|
$
|
72.0
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Cost of sales
|
$
|
10.9
|
|
|
$
|
9.4
|
|
|
$
|
9.0
|
|
Selling, general and administrative
|
103.0
|
|
|
74.1
|
|
|
70.1
|
|
|||
Research and development
|
45.8
|
|
|
29.2
|
|
|
27.5
|
|
|||
Pre-tax share-based compensation expense
|
$
|
159.7
|
|
|
$
|
112.7
|
|
|
$
|
106.6
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected volatility
|
29.71
|
%
|
|
26.22
|
%
|
|
25.65
|
%
|
Risk-free interest rate
|
1.78
|
%
|
|
1.05
|
%
|
|
1.07
|
%
|
Expected dividend yield
|
0.18
|
%
|
|
0.20
|
%
|
|
0.26
|
%
|
Expected option life (in years)
|
5.72
|
|
|
5.73
|
|
|
5.73
|
|
|
2014
|
|
2013
|
||||||||||||
|
Notional
Principal
|
|
Fair
Value
|
|
Notional
Principal
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Foreign currency forward exchange contracts
(Receive U.S. dollar/pay foreign currency)
|
$
|
32.8
|
|
|
$
|
(2.8
|
)
|
|
$
|
35.0
|
|
|
$
|
0.1
|
|
Foreign currency forward exchange contracts
(Pay U.S. dollar/receive foreign currency)
|
37.5
|
|
|
(1.1
|
)
|
|
41.3
|
|
|
0.1
|
|
||||
Foreign currency sold — put options
|
849.3
|
|
|
75.1
|
|
|
560.8
|
|
|
20.2
|
|
|
2014
|
|
2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and equivalents
|
$
|
4,911.4
|
|
|
$
|
4,911.4
|
|
|
$
|
3,046.1
|
|
|
$
|
3,046.1
|
|
Short-term investments
|
55.0
|
|
|
55.0
|
|
|
603.0
|
|
|
603.0
|
|
||||
Non-current investments:
|
|
|
|
|
|
|
|
||||||||
Marketable equity
|
20.7
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
||||
Non-marketable equity
|
26.5
|
|
|
26.5
|
|
|
20.8
|
|
|
20.8
|
|
||||
Notes payable
|
72.1
|
|
|
72.1
|
|
|
55.6
|
|
|
55.6
|
|
||||
Long-term debt
|
2,085.3
|
|
|
2,095.5
|
|
|
2,098.3
|
|
|
2,163.8
|
|
|
December 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(in millions)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
55.0
|
|
|
$
|
—
|
|
|
$
|
55.0
|
|
|
$
|
—
|
|
Foreign time deposits
|
47.7
|
|
|
—
|
|
|
47.7
|
|
|
—
|
|
||||
Other cash equivalents
|
4,173.9
|
|
|
—
|
|
|
4,173.9
|
|
|
—
|
|
||||
Marketable equity securities
|
20.7
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency derivative assets
|
75.1
|
|
|
—
|
|
|
75.1
|
|
|
—
|
|
||||
Deferred executive compensation investments
|
112.9
|
|
|
90.3
|
|
|
22.6
|
|
|
—
|
|
||||
|
$
|
4,485.3
|
|
|
$
|
111.0
|
|
|
$
|
4,374.3
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivative liabilities
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
—
|
|
Deferred executive compensation liabilities
|
105.7
|
|
|
83.1
|
|
|
22.6
|
|
|
—
|
|
||||
Contingent consideration liabilities
|
365.9
|
|
|
—
|
|
|
—
|
|
|
365.9
|
|
||||
|
$
|
475.5
|
|
|
$
|
83.1
|
|
|
$
|
26.5
|
|
|
$
|
365.9
|
|
|
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 currency 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
|
|
|
2014
|
|
2013
|
||||
|
(in million)
|
||||||
Balance, beginning of year
|
$
|
225.2
|
|
|
$
|
224.3
|
|
Additions during the period related to business combinations
|
170.5
|
|
|
—
|
|
||
Change in the estimated fair value of the contingent consideration liabilities
|
(15.1
|
)
|
|
70.7
|
|
||
Payments made during the period
|
(10.2
|
)
|
|
(61.2
|
)
|
||
Foreign exchange translation effects
|
(4.5
|
)
|
|
(8.6
|
)
|
||
Balance, end of year
|
$
|
365.9
|
|
|
$
|
225.2
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Balance, beginning of year
|
$
|
33.6
|
|
|
$
|
34.4
|
|
Provision for warranties issued during the year
|
12.0
|
|
|
8.0
|
|
||
Settlements made during the year
|
(9.4
|
)
|
|
(8.1
|
)
|
||
Decreases in warranty estimates
|
—
|
|
|
(0.7
|
)
|
||
Balance, end of year
|
$
|
36.2
|
|
|
$
|
33.6
|
|
|
|
|
|
||||
Current portion
|
$
|
7.7
|
|
|
$
|
7.6
|
|
Non-current portion
|
28.5
|
|
|
26.0
|
|
||
Total
|
$
|
36.2
|
|
|
$
|
33.6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Product net sales:
|
|
|
|
|
|
||||||
Specialty pharmaceuticals
|
$
|
6,012.1
|
|
|
$
|
5,339.0
|
|
|
$
|
4,784.6
|
|
Medical devices
|
1,114.0
|
|
|
858.5
|
|
|
764.7
|
|
|||
Total product net sales
|
7,126.1
|
|
|
6,197.5
|
|
|
5,549.3
|
|
|||
Other revenues
|
111.8
|
|
|
102.9
|
|
|
97.3
|
|
|||
Total revenues
|
$
|
7,237.9
|
|
|
$
|
6,300.4
|
|
|
$
|
5,646.6
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
|
|
|
|||
Specialty pharmaceuticals
|
$
|
2,832.3
|
|
|
$
|
2,282.0
|
|
|
$
|
1,997.7
|
|
Medical devices
|
382.9
|
|
|
246.2
|
|
|
229.1
|
|
|||
Total segments
|
3,215.2
|
|
|
2,528.2
|
|
|
2,226.8
|
|
|||
General and administrative expenses, other indirect costs and other adjustments
|
854.4
|
|
|
594.6
|
|
|
525.3
|
|
|||
Amortization of intangible assets (a)
|
106.5
|
|
|
107.4
|
|
|
66.7
|
|
|||
Impairment of intangible assets and related costs
|
—
|
|
|
11.4
|
|
|
22.3
|
|
|||
Restructuring charges
|
245.0
|
|
|
5.5
|
|
|
1.5
|
|
|||
Total operating income
|
$
|
2,009.3
|
|
|
$
|
1,809.3
|
|
|
$
|
1,611.0
|
|
(a)
|
Represents amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related capitalized licensing costs, as applicable.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Specialty Pharmaceuticals:
|
|
|
|
|
|
||||||
Eye Care Pharmaceuticals
|
$
|
3,257.9
|
|
|
$
|
2,890.3
|
|
|
$
|
2,692.2
|
|
Botox
®
/Neuromodulators
|
2,230.6
|
|
|
1,982.2
|
|
|
1,766.3
|
|
|||
Skin Care and Other
|
523.6
|
|
|
466.5
|
|
|
326.1
|
|
|||
Total Specialty Pharmaceuticals
|
6,012.1
|
|
|
5,339.0
|
|
|
4,784.6
|
|
|||
|
|
|
|
|
|
||||||
Medical Devices:
|
|
|
|
|
|
|
|
|
|||
Breast Aesthetics
|
406.7
|
|
|
377.9
|
|
|
377.1
|
|
|||
Facial Aesthetics
|
661.8
|
|
|
477.5
|
|
|
387.6
|
|
|||
Core Medical Devices
|
1,068.5
|
|
|
855.4
|
|
|
764.7
|
|
|||
Other
|
45.5
|
|
|
3.1
|
|
|
—
|
|
|||
Total Medical Devices
|
1,114.0
|
|
|
858.5
|
|
|
764.7
|
|
|||
|
|
|
|
|
|
||||||
Total product net sales
|
$
|
7,126.1
|
|
|
$
|
6,197.5
|
|
|
$
|
5,549.3
|
|
|
Product Net Sales
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
United States
|
$
|
4,520.5
|
|
|
$
|
3,839.4
|
|
|
$
|
3,379.1
|
|
Europe
|
1,410.3
|
|
|
1,237.8
|
|
|
1,095.5
|
|
|||
Latin America
|
382.0
|
|
|
383.0
|
|
|
386.3
|
|
|||
Asia Pacific
|
512.3
|
|
|
464.1
|
|
|
432.3
|
|
|||
Other
|
301.0
|
|
|
273.2
|
|
|
256.1
|
|
|||
Total product net sales
|
$
|
7,126.1
|
|
|
$
|
6,197.5
|
|
|
$
|
5,549.3
|
|
|
Long-lived Assets
|
|
Depreciation and
Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
United States
|
$
|
4,497.0
|
|
|
$
|
4,274.7
|
|
|
$
|
187.3
|
|
|
$
|
181.2
|
|
|
$
|
153.5
|
|
|
$
|
98.4
|
|
|
$
|
82.3
|
|
|
$
|
75.7
|
|
Europe
|
627.1
|
|
|
569.9
|
|
|
48.5
|
|
|
49.6
|
|
|
48.1
|
|
|
136.4
|
|
|
79.7
|
|
|
59.5
|
|
||||||||
Latin America
|
49.4
|
|
|
52.2
|
|
|
7.1
|
|
|
7.7
|
|
|
8.1
|
|
|
6.9
|
|
|
7.6
|
|
|
6.0
|
|
||||||||
Asia Pacific
|
47.3
|
|
|
51.2
|
|
|
4.8
|
|
|
5.0
|
|
|
4.6
|
|
|
2.2
|
|
|
2.3
|
|
|
2.0
|
|
||||||||
Other
|
1.9
|
|
|
1.4
|
|
|
0.4
|
|
|
0.6
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Total
|
$
|
5,222.7
|
|
|
$
|
4,949.4
|
|
|
$
|
248.1
|
|
|
$
|
244.1
|
|
|
$
|
215.1
|
|
|
$
|
243.9
|
|
|
$
|
171.9
|
|
|
$
|
143.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
|
|
|
|
|
|
||||||
Net earnings attributable to Allergan, Inc.:
|
|
|
|
|
|
||||||
Earnings from continuing operations attributable to Allergan, Inc.:
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
1,532.6
|
|
|
$
|
1,272.5
|
|
|
$
|
1,100.7
|
|
Less net earnings attributable to noncontrolling interest
|
4.6
|
|
|
3.6
|
|
|
3.7
|
|
|||
Earnings from continuing operations attributable to Allergan, Inc.
|
1,528.0
|
|
|
1,268.9
|
|
|
1,097.0
|
|
|||
(Loss) earnings from discontinued operations
|
(3.8
|
)
|
|
(283.8
|
)
|
|
1.8
|
|
|||
Net earnings attributable to Allergan, Inc.
|
$
|
1,524.2
|
|
|
$
|
985.1
|
|
|
$
|
1,098.8
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding
|
297.6
|
|
|
296.8
|
|
|
301.5
|
|
|||
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
|
6.4
|
|
|
5.0
|
|
|
5.6
|
|
|||
Diluted shares
|
304.0
|
|
|
301.8
|
|
|
307.1
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.13
|
|
|
$
|
4.28
|
|
|
$
|
3.64
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.96
|
)
|
|
—
|
|
|||
Net basic earnings per share attributable to Allergan, Inc. stockholders
|
$
|
5.12
|
|
|
$
|
3.32
|
|
|
$
|
3.64
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to Allergan, Inc. stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
5.03
|
|
|
$
|
4.20
|
|
|
$
|
3.57
|
|
Discontinued operations
|
(0.02
|
)
|
|
(0.94
|
)
|
|
0.01
|
|
|||
Net diluted earnings per share attributable to Allergan, Inc. stockholders
|
$
|
5.01
|
|
|
$
|
3.26
|
|
|
$
|
3.58
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
Year
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
2014
|
|
||||||||||||||||||
Product net sales
|
$
|
1,619.1
|
|
|
$
|
1,827.3
|
|
|
$
|
1,790.7
|
|
|
$
|
1,889.0
|
|
|
$
|
7,126.1
|
|
Total revenues
|
1,646.1
|
|
|
1,864.2
|
|
|
1,817.1
|
|
|
1,910.5
|
|
|
7,237.9
|
|
|||||
Operating income
|
381.9
|
|
|
607.9
|
|
|
392.8
|
|
|
626.7
|
|
|
2,009.3
|
|
|||||
Earnings from continuing operations before income taxes (a)
|
361.6
|
|
|
574.4
|
|
|
419.4
|
|
|
633.9
|
|
|
1,989.3
|
|
|||||
Earnings from continuing operations
|
258.5
|
|
|
418.4
|
|
|
313.1
|
|
|
542.6
|
|
|
1,532.6
|
|
|||||
(Loss) earnings from discontinued operations
|
(0.6
|
)
|
|
—
|
|
|
0.3
|
|
|
(3.5
|
)
|
|
(3.8
|
)
|
|||||
Net earnings attributable to Allergan, Inc.
|
257.3
|
|
|
417.2
|
|
|
312.5
|
|
|
537.2
|
|
|
1,524.2
|
|
|||||
Basic earnings per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.87
|
|
|
1.40
|
|
|
1.05
|
|
|
1.81
|
|
|
5.13
|
|
|||||
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||||
Net basic earnings per share attributable to
Allergan, Inc. stockholders
|
0.86
|
|
|
1.40
|
|
|
1.05
|
|
|
1.80
|
|
|
5.12
|
|
|||||
Diluted earnings per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.85
|
|
|
1.37
|
|
|
1.03
|
|
|
1.77
|
|
|
5.03
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|||||
Net diluted earnings per share attributable to
Allergan, Inc. stockholders
|
0.85
|
|
|
1.37
|
|
|
1.03
|
|
|
1.76
|
|
|
5.01
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Product net sales
|
$
|
1,432.5
|
|
|
$
|
1,577.0
|
|
|
$
|
1,528.4
|
|
|
$
|
1,659.6
|
|
|
$
|
6,197.5
|
|
Total revenues
|
1,459.6
|
|
|
1,597.7
|
|
|
1,558.7
|
|
|
1,684.4
|
|
|
6,300.4
|
|
|||||
Operating income
|
371.1
|
|
|
493.2
|
|
|
490.2
|
|
|
454.8
|
|
|
1,809.3
|
|
|||||
Earnings from continuing operations before income taxes (b)
|
346.6
|
|
|
486.4
|
|
|
456.8
|
|
|
441.0
|
|
|
1,730.8
|
|
|||||
Earnings from continuing operations
|
273.0
|
|
|
354.0
|
|
|
332.9
|
|
|
312.6
|
|
|
1,272.5
|
|
|||||
(Loss) earnings from discontinued operations
|
(258.6
|
)
|
|
7.2
|
|
|
(32.1
|
)
|
|
(0.3
|
)
|
|
(283.8
|
)
|
|||||
Net earnings attributable to Allergan, Inc.
|
12.5
|
|
|
359.9
|
|
|
299.8
|
|
|
312.9
|
|
|
985.1
|
|
|||||
Basic earnings per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.91
|
|
|
1.19
|
|
|
1.12
|
|
|
1.06
|
|
|
4.28
|
|
|||||
Discontinued operations
|
(0.87
|
)
|
|
0.03
|
|
|
(0.11
|
)
|
|
(0.01
|
)
|
|
(0.96
|
)
|
|||||
Net basic earnings per share attributable to
Allergan, Inc. stockholders
|
0.04
|
|
|
1.22
|
|
|
1.01
|
|
|
1.05
|
|
|
3.32
|
|
|||||
Diluted earnings per share attributable to
Allergan, Inc. stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
0.89
|
|
|
1.17
|
|
|
1.10
|
|
|
1.04
|
|
|
4.20
|
|
|||||
Discontinued operations
|
(0.85
|
)
|
|
0.02
|
|
|
(0.10
|
)
|
|
—
|
|
|
(0.94
|
)
|
|||||
Net diluted earnings per share attributable to
Allergan, Inc. stockholders
|
0.04
|
|
|
1.19
|
|
|
1.00
|
|
|
1.04
|
|
|
3.26
|
|
|
Quarter
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Amortization of intangible assets
|
$
|
27.8
|
|
|
$
|
28.0
|
|
|
$
|
29.0
|
|
|
$
|
27.6
|
|
|
$
|
112.4
|
|
Sales milestone revenue
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|||||
Expenses related to the global restructuring announced in July 2014
|
—
|
|
|
—
|
|
|
20.9
|
|
|
59.6
|
|
|
80.5
|
|
|||||
Expenses related to the realignment of various business functions
|
6.9
|
|
|
2.5
|
|
|
1.5
|
|
|
1.1
|
|
|
12.0
|
|
|||||
(Income) expenses from changes in fair value of contingent consideration
|
(0.3
|
)
|
|
3.7
|
|
|
(18.9
|
)
|
|
0.4
|
|
|
(15.1
|
)
|
|||||
Costs associated with Allergan Board of Directors' consideration and rejection of an unsolicited proposal from Valeant to acquire all of the outstanding shares of Allergan
|
—
|
|
|
30.2
|
|
|
30.3
|
|
|
67.5
|
|
|
128.0
|
|
|||||
Estimated bad debt expense due to changes in Venezuela's foreign exchange system and administration by CENCOEX
|
—
|
|
|
—
|
|
|
37.3
|
|
|
—
|
|
|
37.3
|
|
|||||
Estimated 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
|
—
|
|
|
—
|
|
|
32.2
|
|
|
—
|
|
|
32.2
|
|
|||||
Upfront and milestone payments for technologies that have not achieved regulatory approval
|
65.0
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
80.0
|
|
|||||
Expense for acquired in-process research and development technology
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Restructuring charges (reversal)
|
24.3
|
|
|
(1.5
|
)
|
|
185.5
|
|
|
36.7
|
|
|
245.0
|
|
|||||
Unrealized loss (gain) on derivative instruments, net
|
4.2
|
|
|
10.9
|
|
|
(34.1
|
)
|
|
(18.2
|
)
|
|
(37.2
|
)
|
|
Quarter
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Amortization of intangible assets
|
$
|
30.7
|
|
|
$
|
29.0
|
|
|
$
|
28.8
|
|
|
$
|
28.2
|
|
|
$
|
116.7
|
|
Fair market value inventory adjustment rollout
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|||||
Aggregate charges (reversal) for external costs for stockholder derivative litigation associated with the U.S. Department of Justice settlement and other legal contingency expenses
|
0.6
|
|
|
2.9
|
|
|
0.1
|
|
|
(0.5
|
)
|
|
3.1
|
|
|||||
Expenses (income) from changes in fair value of contingent consideration
|
5.8
|
|
|
(2.5
|
)
|
|
1.5
|
|
|
65.9
|
|
|
70.7
|
|
|||||
Integration and transaction costs associated with business combinations
|
11.4
|
|
|
3.8
|
|
|
3.0
|
|
|
1.4
|
|
|
19.6
|
|
|||||
Upfront payments for technologies that have not achieved regulatory approval
|
—
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||||
Impairment of an intangible asset for certain distribution rights
|
—
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
11.4
|
|
|||||
Restructuring charges
|
4.3
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
5.5
|
|
|||||
Unrealized (gain) loss on derivative instruments, net
|
(1.3
|
)
|
|
(10.6
|
)
|
|
7.6
|
|
|
(6.1
|
)
|
|
(10.4
|
)
|
Allowance for Doubtful Accounts Deducted from Trade Receivables
|
|
Balance at
Beginning
of Year
|
|
Additions (a)
|
|
Deductions (b)
|
|
Balance
at End
of Year
|
||||||||
|
|
(in millions)
|
||||||||||||||
2014
|
|
$
|
24.2
|
|
|
$
|
51.3
|
|
|
$
|
(8.8
|
)
|
|
$
|
66.7
|
|
2013
|
|
24.2
|
|
|
6.2
|
|
|
(6.2
|
)
|
|
24.2
|
|
||||
2012
|
|
27.6
|
|
|
0.8
|
|
|
(4.2
|
)
|
|
24.2
|
|
(a)
|
Provision charged to earnings. Includes provision of
$37.3 million
charged in the third quarter of 2014 for certain estimated uncollectible U.S. dollar denominated trade receivables from customers in Venezuela.
|
(b)
|
Accounts written off, net of recoveries.
|
Earnings Per Share
|
|
Net Sales Growth
|
|
R&D Reinvestment Rate
|
|
|
||||
EPS
Range % |
EPS
Range |
Bonus %
of Target |
|
Net Sales
Growth Variance to Target |
Bonus %
of Target |
|
R&D Rate Variance to Target
|
Bonus %
of Target |
|
Bonus %
of Target |
-4.8%
|
-$0.425
|
0.0%
|
|
|
|
|
|
|
|
0.0%
|
-2.6%
|
-$0.230
|
46.0%
|
|
-5.9%
|
0.0%
|
|
-0.9%
|
0.0%
|
|
46.0%
|
-2.2%
|
-$0.195
|
57.0%
|
|
-4.7%
|
2.0%
|
|
-0.7%
|
2.0%
|
|
61.0%
|
-1.4%
|
-$0.124
|
68.0%
|
|
-3.5%
|
4.0%
|
|
-0.5%
|
4.0%
|
|
76.0%
|
-1.1%
|
-$0.097
|
72.0%
|
|
-2.3%
|
6.0%
|
|
-0.3%
|
6.0%
|
|
84.0%
|
-0.6%
|
-$0.053
|
76.0%
|
|
-1.2%
|
8.0%
|
|
-0.2%
|
8.0%
|
|
92.0%
|
|
Target
|
80.0%
|
|
Target
|
10.0%
|
|
Target
|
10.0%
|
|
100.0%
|
1.0%
|
$0.089
|
84.0%
|
|
1.2%
|
13.8%
|
|
0.2%
|
13.8%
|
|
111.5%
|
1.9%
|
$0.168
|
88.0%
|
|
2.3%
|
17.5%
|
|
0.3%
|
17.5%
|
|
123.0%
|
2.6%
|
$0.230
|
92.0%
|
|
3.5%
|
21.3%
|
|
0.5%
|
21.3%
|
|
134.5%
|
3.2%
|
$0.283
|
96.0%
|
|
4.7%
|
25.0%
|
|
0.8%
|
25.0%
|
|
146.0%
|
•
|
employed as a regular full-time or part-time employee of Allergan, Inc. and its subsidiaries (collectively, the “Company”) as of September 30 during such Plan Year,
|
•
|
employed in salary grades 7E and above,
|
•
|
regularly scheduled to and works 20 or more hours per week,
|
•
|
not covered by any other bonus or sales incentive plan (including the Executive Bonus Plan), and
|
•
|
actively employed by the Company on the date bonuses are paid (and not on a performance improvement plan on such date) or otherwise qualifies for a pro-rated bonus based upon retirement, disability, death or layoff under the terms set forth below.
|
Earnings Per Share
|
|
Net Sales Growth
|
|
R&D Reinvestment Rate
|
|
|
||||
EPS
Range % |
EPS
Range |
Bonus %
of Target |
|
Net Sales
Growth Variance to Target |
Bonus %
of Target |
|
R&D Rate Variance to Target
|
Bonus %
of Target |
|
Bonus %
of Target |
-4.8%
|
-$0.425
|
0.0%
|
|
|
|
|
|
|
|
0.0%
|
-2.6%
|
-$0.230
|
46.0%
|
|
-5.9%
|
0.0%
|
|
-0.9%
|
0.0%
|
|
46.0%
|
-2.2%
|
-$0.195
|
57.0%
|
|
-4.7%
|
2.0%
|
|
-0.7%
|
2.0%
|
|
61.0%
|
-1.4%
|
-$0.124
|
68.0%
|
|
-3.5%
|
4.0%
|
|
-0.5%
|
4.0%
|
|
76.0%
|
-1.1%
|
-$0.097
|
72.0%
|
|
-2.3%
|
6.0%
|
|
-0.3%
|
6.0%
|
|
84.0%
|
-0.6%
|
-$0.053
|
76.0%
|
|
-1.2%
|
8.0%
|
|
-0.2%
|
8.0%
|
|
92.0%
|
|
Target
|
80.0%
|
|
Target
|
10.0%
|
|
Target
|
10.0%
|
|
100.0%
|
1.0%
|
$0.089
|
84.0%
|
|
1.2%
|
13.8%
|
|
0.2%
|
13.8%
|
|
111.5%
|
1.9%
|
$0.168
|
88.0%
|
|
2.3%
|
17.5%
|
|
0.3%
|
17.5%
|
|
123.0%
|
2.6%
|
$0.230
|
92.0%
|
|
3.5%
|
21.3%
|
|
0.5%
|
21.3%
|
|
134.5%
|
3.2%
|
$0.283
|
96.0%
|
|
4.7%
|
25.0%
|
|
0.8%
|
25.0%
|
|
146.0%
|
•
|
extraordinary, unusual or non-recurring items;
|
•
|
effects of accounting changes;
|
•
|
effects of financing activities;
|
•
|
expenses for restructuring or productivity initiatives;
|
•
|
other non-operating items;
|
•
|
spending for acquisitions;
|
•
|
effects of divestitures;
|
•
|
amortization of acquired intangible assets;
|
•
|
performance in relation to pre-established objectives;
|
•
|
achievement of key milestones; and
|
•
|
any other items of significant income or expense which are determined to be appropriate adjustments.
|
•
|
100% of the Adjusted EPS, Net Sales Growth and R&D Reinvestment Rate targets; or
|
•
|
the prorated actual year-to-date performance.
|
|
US
|
Asia Pacific
|
Canada
|
EAME
|
Latin America
|
Salary Grade
|
Target Bonus
|
Target Bonus
|
Target Bonus
|
Target Bonus
|
Target Bonus
|
7E
|
15%
|
25%
|
20%
|
20%
|
25%
|
8E
|
25%
|
30%
|
30%
|
25%
|
30%
|
9E
|
30%
|
30%
|
30%
|
30%
|
30%
|
10E
|
35%
|
35%
|
35%
|
35%
|
35%
|
11E
|
40%
|
40%
|
40%
|
40%
|
40%
|
12E
|
45%
|
45%
|
45%
|
45%
|
45%
|
13E
|
45%
|
50%
|
50%
|
50%
|
50%
|
14E
|
55%
|
|
|
|
|
Title
|
Target Bonus
|
EVP, R&D, Chief Scientific Officer
|
75%
|
EVP, Finance & Business Development, CFO
|
70%
|
EVP, General Counsel & Assistant Secretary
|
60%
|
EVP, Global Technical Operations
|
60%
|
EVP, Human Resources
|
60%
|
CVP & President North America Pharmaceuticals
|
60%
|
ALLERGAN, INC.
|
Name
|
Title
|
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.
|
ALLERGAN, INC.
|
Name
|
Title
|
If to the Company:
|
Allergan, Inc.
Attention: General Counsel 2525 Dupont Drive Irvine, California 92612 |
If to Participant:
|
To Participant’s most recent address then on file in the Company’s personnel records.
|
Participant:
|
|
Grant Date:
|
|
Grant Price:
|
|
Number of Options Granted:
|
|
Expiration Date:
|
|
ALLERGAN, INC.
|
Name
|
Title
|
|
|
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.
|
|
|
_________________________________________________________________________________
2525 Dupont Drive, P.O. Box 19534, Irvine, CA 92623-9534 Telephone: (714) 246-2600 Fax: (714) 246-5918
David E.I. Pyott
Chairman of the Board
and Chief Executive Officer
|
▪
|
Tax and Financial Planning Services Fees: USD 10,000
|
▪
|
Annual Miscellaneous Allowance: USD 10,000
|
|
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
|
|
James M. Hindman:
|
/
S
/ JAMES M. HINDMAN
|
|
Date:
|
8/15/14
|
|
|
|
|
|
_________________________________________________________________________________
2525 Dupont Drive, P.O. Box 19534, Irvine, CA 92623-9534 Telephone: (714) 246-2600 Fax: (714) 246-5918
David E.I. Pyott
Chairman of the Board
and Chief Executive Officer
|
•
|
Tax and Financial Planning Service Fees: USD $8,000; and
|
•
|
Annual Miscellaneous Allowance: USD $8,000.
|
|
|
/
S
/ D
AVID
E.I. P
YOTT
|
|
|
|
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
1
|
|
Allergan Productos Farmaceuticos S.A.
|
|
Argentina
|
2
|
|
Allergan Australia Pty Limited
|
|
Australia
|
3
|
|
Allergan Medical Pty Ltd
|
|
Australia
|
4
|
|
Allergan N.V.
|
|
Belgium
|
5
|
|
Allergan Holdings B Ltd.
|
|
Bermuda
|
6
|
|
Allergan Holdings B1, Unltd.
|
|
Bermuda
|
7
|
|
Allergan Holdings B2, Unltd.
|
|
Bermuda
|
8
|
|
Systemic Pulmonary Delivery, Ltd.
|
|
Bermuda
|
9
|
|
Allergan Development Ventures I, L.P.
|
|
Bermuda
|
10
|
|
Allergan Produtos Farmacêuticos Ltda.
|
|
Brazil
|
11
|
|
Allergan Inc.
|
|
Canada
|
12
|
|
Allergan Pharmaceuticals Ireland
|
|
Cayman Islands
|
13
|
|
Allergan Holdings C, Ltd.
|
|
Cayman Islands
|
14
|
|
Allergan Laboratorios Limitada
|
|
Chile
|
15
|
|
Allergan Information Consulting (Shanghai) Co., Ltd.
|
|
China
|
16
|
|
Allergan de Colombia S.A.
|
|
Colombia
|
17
|
|
Allergan Costa Rica, S.R.L.
|
|
Costa Rica
|
18
|
|
Allergan ApS
|
|
Denmark
|
19
|
|
Allergan France S.A.S.
|
|
France
|
20
|
|
Allergan Holdings France SAS
|
|
France
|
21
|
|
Allergan Industrie S.A.S.
|
|
France
|
22
|
|
Pharm-Allergan GmbH
|
|
Germany
|
23
|
|
Allergan Hellas Pharmaceuticals Societe Anonyme
|
|
Greece
|
24
|
|
Allergan Asia Limited
|
|
Hong Kong
|
25
|
|
Allergan Hong Kong Limited
|
|
Hong Kong
|
26
|
|
Allergan Healthcare India Private Limited
|
|
India
|
27
|
|
Allergan India Private Limited*
|
|
India
|
28
|
|
Allergan Botox
|
|
Ireland
|
29
|
|
Allergan Development I
|
|
Ireland
|
30
|
|
Allergan Development II
|
|
Ireland
|
31
|
|
Allergan Pharmaceuticals Ireland
|
|
Ireland
|
32
|
|
Allergan Pharmaceuticals Holdings (Ireland)
|
|
Ireland
|
33
|
|
Allergan Services International, Limited
|
|
Ireland
|
34
|
|
McGhan Ireland Holdings Ltd.
|
|
Ireland
|
35
|
|
Seabreeze Silicone
|
|
Ireland
|
36
|
|
The Seabreeze Holdings LLC AGN Seabreeze LLC Limited Partnership
|
|
Ireland
|
37
|
|
Allergan Development Ventures I Ireland
|
|
Ireland
|
38
|
|
Allergan Israel Ltd.
|
|
Israel
|
39
|
|
Allergan S.p.A.
|
|
Italy
|
40
|
|
Allergan International YK
|
|
Japan
|
41
|
|
Allergan Japan K.K.
|
|
Japan
|
42
|
|
Allergan K.K.
|
|
Japan
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
43
|
|
Allergan NK
|
|
Japan
|
44
|
|
Allergan Korea Limited
|
|
Korea
|
45
|
|
Samil Allergan Limited
|
|
Korea
|
46
|
|
Allergan Luxembourg S.à r.l.
|
|
Luxembourg
|
47
|
|
Allergan Malaysia Sdn. Bhd.
|
|
Malaysia
|
48
|
|
Allergan, S.A. de C.V.
|
|
Mexico
|
49
|
|
Allergan Servicios Profesionales, S. de R.L. de C.V.
|
|
Mexico
|
50
|
|
Allergan B.V.
|
|
Netherlands
|
51
|
|
Allergan Services B.V.
|
|
Netherlands
|
52
|
|
McGhan Medical B.V.
|
|
Netherlands
|
53
|
|
Allergan Holdings B.V.
|
|
Netherlands Antilles
|
54
|
|
Allergan New Zealand Limited
|
|
New Zealand
|
55
|
|
Allergan AS
|
|
Norway
|
56
|
|
Allergan Healthcare Philippines, Inc.
|
|
Philippines (Republic of)
|
57
|
|
Allergan Spółka z ograniczoną odpowiedzialnością
|
|
Poland
|
58
|
|
Allergan C.I.S. SARL
|
|
Russia
|
59
|
|
Allergan Singapore Pte. Ltd.
|
|
Singapore
|
60
|
|
Allergan Pharmaceuticals (Proprietary) Limited
|
|
South Africa
|
61
|
|
Allergan, S.A.
|
|
Spain
|
62
|
|
Allergan Norden AB
|
|
Sweden
|
63
|
|
Allergan AG
|
|
Switzerland
|
64
|
|
Allergan Medical Sàrl
|
|
Switzerland
|
65
|
|
Allergan Pharmaceuticals Taiwan Co. Ltd.
|
|
Taiwan
|
66
|
|
Allergan (Thailand) Limited.
|
|
Thailand
|
67
|
|
Allergan Ilaçlari Ticaret Anonim Şirketi
|
|
Turkey
|
68
|
|
Allergan de Venezuela, C.A.
|
|
Venezuela
|
69
|
|
Allergan Middle East FZ-LLC
|
|
United Arab Emirates
|
70
|
|
Allergan Holdings Limited
|
|
United Kingdom
|
71
|
|
Allergan Limited
|
|
United Kingdom
|
72
|
|
Allergan Optical Irvine, Inc.
|
|
United States/CA
|
73
|
|
Allergan Sales Puerto Rico, Inc.
|
|
United States/CA
|
74
|
|
CUI Corporation
|
|
United States/CA
|
75
|
|
Herbert Laboratories
|
|
United States/CA
|
76
|
|
Inamed Development Company
|
|
United States/CA
|
77
|
|
Silicone Engineering, Inc.
|
|
United States/CA
|
78
|
|
AGN Seabreeze, LLC
|
|
United States/DE
|
79
|
|
Allergan Holdings, Inc.
|
|
United States/DE
|
80
|
|
Allergan Property Holdings, LLC
|
|
United States/DE
|
81
|
|
Allergan Puerto Rico Holdings, Inc.
|
|
United States/DE
|
82
|
|
Allergan Sales, LLC
|
|
United States/DE
|
83
|
|
Allergan Specialty Therapeutics, Inc.
|
|
United States/DE
|
84
|
|
Allergan USA, Inc.
|
|
United States/DE
|
85
|
|
Exemplar Pharma LLC
|
|
United States/DE
|
TAB
|
|
NAME OF SUBSIDIARY
|
|
PLACE OF
INCORPORATION
OR ORGANIZATION
|
86
|
|
Inamed, LLC
|
|
United States/DE
|
87
|
|
Inamed Corporation
|
|
United States/DE
|
88
|
|
Map Pharmaceuticals, Inc.
|
|
United States/DE
|
89
|
|
Pacific Pharma, Inc.
|
|
United States/DE
|
90
|
|
Seabreeze LP Holdings, LLC
|
|
United States/DE
|
*
|
Except for Allergan India Private Limited, all of the above-named subsidiaries are 100% owned by the Registrant. Allergan India Private Limited is 51% owned by the Registrant.
|
/s/ Ernst & Young LLP
|
|
|
Irvine, California
|
|
|
February 18, 2015
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Allergan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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)
|
1.
|
I have reviewed this annual report on Form 10-K of Allergan, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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)
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended
December 31, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ DAVID E.I. PYOTT
|
|
|
|
David E.I. Pyott
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
(i)
|
the accompanying Annual Report on Form 10-K of the Company for the period ended
December 31, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ JAMES M. HINDMAN
|
|
|
|
James M. Hindman
Executive Vice President,
Finance and Business Development,
Chief Financial Officer
(Principal Financial Officer)
|