(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the Fiscal Year Ended December 31, 2006 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State of Incorporation) |
95-1622442
(I.R.S. Employer Identification No.) |
|
2525 Dupont Drive
Irvine, California (Address of principal executive offices) |
92612
(Zip Code) |
|
(714) 246-4500
(Registrants telephone number) |
Name of each exchange on
|
||
Title of each class
|
which each class registered
|
|
Common Stock, $0.01 par value | New York Stock Exchange | |
Preferred Share Purchase Rights |
i
Item 1. | Business |
1
Year Ended December 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
(in millions) | ||||||||||||
Specialty Pharmaceuticals Segment
Product Net Sales by Product Line
|
||||||||||||
Eye Care Pharmaceuticals
|
$ | 1,530.6 | $ | 1,321.7 | $ | 1,137.1 | ||||||
Botox
®
/Neuromodulator
|
982.2 | 830.9 | 705.1 | |||||||||
Skin Care Products
|
125.7 | 120.2 | 103.4 | |||||||||
Other(1)
|
| 46.4 | 100.0 | |||||||||
Total Specialty Pharmaceuticals
Segment Product Net Sales
|
$ | 2,638.5 | $ | 2,319.2 | $ | 2,045.6 | ||||||
Specialty Pharmaceuticals Segment
Product Net Sales
|
||||||||||||
Domestic
|
67.9 | % | 67.5 | % | 69.1 | % | ||||||
International
|
32.1 | % | 32.5 | % | 30.9 | % | ||||||
Medical Devices Segment Product
Net Sales by Product Line(3)
|
||||||||||||
Breast Aesthetics
|
$ | 177.2 | $ | | $ | | ||||||
Obesity Intervention
|
142.3 | | | |||||||||
Facial Aesthetics
|
52.1 | | | |||||||||
Total Medical Devices Segment
Product Net Sales
|
$ | 371.6 | $ | | $ | | ||||||
Medical Devices Segment Product
Net Sales(3)
|
||||||||||||
Domestic
|
64.2 | % | | % | | % | ||||||
International
|
35.8 | % | | % | | % | ||||||
Specialty Pharmaceuticals Segment
Operating Income(2)
|
$ | 888.8 | $ | 762.9 | $ | 684.7 | ||||||
Medical Devices Segment Operating
Income(2)(3)
|
119.9 | | | |||||||||
Consolidated Long-Lived Assets
|
||||||||||||
Domestic
|
$ | 3,279.0 | $ | 470.7 | $ | 360.7 | ||||||
International
|
244.0 | 199.3 | 197.2 |
(1) | Other sales primarily consist of sales to AMO pursuant to a manufacturing and supply agreement entered into as part of the AMO spin-off that terminated as scheduled in June 2005. |
2
(2) | Management evaluates business segment performance on an operating income basis exclusive of general and administrative expenses and other indirect costs, restructuring charges, in-process research and development expenses, amortization of identifiable intangible assets related to the Inamed acquisition 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. | |
(3) | Due to the Inamed acquisition, beginning in the second quarter of 2006, we operated our business on the basis of two reportable segments specialty pharmaceuticals and medical devices. |
3
4
5
| blepharospasm, the uncontrollable contraction of the eyelid muscles which can force the eye closed and result in functional blindness; | |
| strabismus, or misalignment of the eyes, in people 12 years of age and over; | |
| cervical dystonia, or sustained contractions or spasms of muscles in the shoulders or neck in adults, along with associated pain; and | |
| severe primary axillary hyperhidrosis (underarm sweating) that is inadequately managed with topical agents. |
6
7
8
9
10
11
12
13
14
15
16
17
| Quality System Regulation, which requires manufacturers to follow design, testing, control documentation and other quality assurance procedures during the manufacturing process; | |
| Labeling regulations, which prohibit the promotion of products for unapproved or off-label uses and impose other restrictions on labeling; and | |
| Medical device reporting, or MDR, regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur. |
18
19
| We have entered into an exclusive licensing agreement with Kyorin Pharmaceutical Co., Ltd., under which Kyorin became responsible for the development and commercialization of Alphagan ® and Alphagan ® P in Japan. Kyorin subsequently sub-licensed its rights under the agreement to Senju Pharmaceutical Co., Ltd. Under the licensing agreement, Senju incurs associated costs, makes clinical development and commercialization milestone payments, and makes royalty-based payments on product sales. We are working collaboratively with Senju on overall product strategy and management. | |
| We have entered into an exclusive licensing agreement with Senju Pharmaceutical Co., Ltd., under which Senju became responsible for the development and commercialization of Lumigan ® in Japans ophthalmic specialty area. Senju incurs associated costs, makes development and commercialization milestone payments and makes royalty-based payments on product sales. We are working collaboratively with Senju on overall product strategy and management. | |
| We have licensed from Novartis the worldwide, excluding Japan, rights for technology, patents and products relating to the topical ophthalmic use of cyclosporine A, the active ingredient in Restasis ® . In April 2005, we entered into a royalty buy-out agreement with Novartis related to Restasis ® and agreed to pay $110 million to |
20
Novartis. As a result of the buy-out agreement, we no longer pay royalties to Novartis based on sales of Restasis. |
| We have been the distributor and licensee for Genzyme Corporations Hylaform ® products since 1999, including Hylaform ® Plus and Hylaform ® FineLine. In December 2004, we entered into an amended and restated agreement with Genzyme Corporation for exclusive U.S. development and distribution rights of Captique tm , a non-animal based hyaluronic acid-based dermal filler. We purchase these products from Genzyme Corporation and pay royalties based on sales. |
21
22
Name
|
Age
|
Principal Position with Allergan
|
||||
David E.I. Pyott
|
53 |
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer) |
||||
F. Michael Ball
|
51 | President, Allergan | ||||
James F. Barlow
|
48 |
Senior Vice President, Corporate
Controller
(Principal Accounting Officer) |
||||
Raymond H. Diradoorian
|
49 | Executive Vice President, Global Technical Operations | ||||
Jeffrey L. Edwards
|
46 |
Executive Vice President, Finance
and Business Development, Chief Financial Officer
(Principal Financial Officer) |
||||
Douglas S. Ingram, Esq.
|
44 | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||
Scott M. Whitcup, M.D.
|
47 | Executive Vice President, Research & Development |
23
Item 1A. | Risk Factors |
24
25
26
| a determination that the new indication or product candidate is not safe and effective; | |
| the FDA may interpret our preclinical and clinical data in different ways than we do; | |
| the FDA may not approve our manufacturing processes or facilities; | |
| the FDA may require us to perform post-marketing clinical studies; or | |
| the FDA may change its approval policies or adopt new regulations. |
27
| the product candidate did not demonstrate acceptable clinical trial results even though it demonstrated positive preclinical trial results; | |
| the product candidate was not effective in treating a specified condition or illness; | |
| the product candidate had harmful side effects in humans or animals; | |
| the necessary regulatory bodies, such as the FDA, did not approve the product candidate for an intended use; | |
| the product candidate was not economical for us to manufacture and commercialize; | |
| other companies or people have or may have proprietary rights to the product candidate, such as patent rights, and will not let us sell it on reasonable terms, or at all; | |
| the product candidate is not cost effective in light of existing therapeutics or alternative devices; and | |
| certain of our licensors or partners may fail to effectively conduct clinical development or clinical manufacturing activities. |
28
29
30
31
32
| adverse changes in tariff and trade protection measures; | |
| unexpected changes in foreign regulatory requirements, including quality standards and other certification requirements; | |
| potentially negative consequences from changes in or interpretations of tax laws; | |
| differing labor regulations; | |
| changing economic conditions in countries where our products are sold or manufactured or in other countries; | |
| differing local product preferences and product requirements; | |
| exchange rate risks; | |
| restrictions on the repatriation of funds; | |
| political unrest and hostilities; | |
| product liability, intellectual property and other claims; | |
| new export license requirements; | |
| differing degrees of protection for intellectual property; and | |
| difficulties in coordinating and managing foreign operations. |
33
| conforming standards, controls, procedures and policies, business cultures and compensation structures between the companies; | |
| conforming information technology and accounting systems; | |
| consolidating corporate and administrative infrastructures; | |
| consolidating sales and marketing operations; | |
| retaining existing customers and attracting new customers; | |
| retaining key employees; | |
| identifying and eliminating redundant and underperforming operations and assets; | |
| minimizing the diversion of managements attention from ongoing business concerns; | |
| separating the facial aesthetics and ophthalmic surgical businesses of Cornéal and executing the divesture of the ophthalmic surgical business; | |
| coordinating geographically dispersed organizations; | |
| managing tax costs or inefficiencies associated with integrating the operations of the combined company; and | |
| making any necessary modifications to operating control standards to comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder. |
34
35
36
| incur liens or engage in sale lease-back transactions; and | |
| engage in consolidations, mergers, and asset sales. |
37
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
38
68
75
76
77
78
79
81
F-23
F-53
F-55
Item 5.
Market
For Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
2006
2005
Low
High
Div.
Low
High
Div.
$
105.02
$
117.99
$
0.10
$
69.60
$
81.16
$
0.10
92.57
109.31
0.10
69.01
86.29
0.10
102.80
115.63
0.10
83.36
95.43
0.10
105.84
123.02
0.10
85.90
110.50
0.10
Total Number of
Maximum Number (or
Shares Purchased
Approximate Dollar
Total Number
as Part of Publicly
Value) of Shares that May
of Shares
Average Price
Announced Plans
Yet Be Purchased Under
Purchased(1)
Paid per Share
or Programs
the Plans or Programs(2)
0
$
N/A
0
6,966,844
0
$
N/A
0
7,571,156
0
$
N/A
0
7,712,756
0
$
N/A
0
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 9.2 million
repurchased shares in our treasury account at any one time. As
of December 31, 2006, we held approximately
1.5 million treasury shares under this program.
(2)
The following 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.
39
Item 6.
Selected
Financial Data
Year Ended December 31,
2006
2005
2004
2003
2002
(in millions, except per share data)
$
3,010.1
$
2,319.2
$
2,045.6
$
1,755.4
$
1,385.0
53.2
23.4
13.3
9.4
10.5
16.0
40.3
3,063.3
2,342.6
2,058.9
1,780.8
1,435.8
575.7
385.3
381.7
316.9
221.4
14.5
36.6
1,333.4
936.8
791.7
705.9
633.9
1,055.5
388.3
342.9
762.6
232.7
79.6
17.5
8.2
5.0
1.1
118.7
22.3
43.8
7.0
(0.4
)
62.4
(3.2
)
570.9
527.4
(23.7
)
129.0
(16.3
)
28.3
4.7
(5.8
)
(39.2
)
(19.5
)
599.2
532.1
(29.5
)
89.8
(127.4
)
403.9
377.1
(52.5
)
64.0
11.2
$
(127.4
)
$
403.9
$
377.1
$
(52.5
)
$
75.2
$
(0.87
)
$
3.08
$
2.87
$
(0.40
)
$
0.49
0.09
$
(0.87
)
$
3.01
$
2.82
$
(0.40
)
$
0.49
0.08
$
0.40
$
0.40
$
0.36
$
0.36
$
0.36
$
2,130.3
$
1,825.6
$
1,376.0
$
928.2
$
1,200.2
1,472.2
781.6
916.4
544.8
796.6
5,767.1
2,850.5
2,257.0
1,754.9
1,806.6
1,606.4
57.5
570.1
573.3
526.4
3,143.1
1,566.9
1,116.2
718.6
808.3
40
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
41
42
43
44
45
46
Year Ended
Change in
Percent Change in
December 31,
Product Net Sales
Product Net Sales
2006
2005
Total
Performance
Currency
Total
Performance
Currency
(in millions)
$
1,530.6
$
1,321.7
$
208.9
$
200.0
$
8.9
15.8
%
15.1
%
0.7
%
982.2
830.9
151.3
145.1
6.2
18.2
%
17.5
%
0.7
%
125.7
120.2
5.5
5.4
0.1
4.6
%
4.5
%
0.1
%
2,638.5
2,272.8
365.7
350.5
15.2
16.1
%
15.4
%
0.7
%
46.4
(46.4
)
(46.4
)
(100.0
)%
(100.0
)%
%
2,638.5
2,319.2
319.3
304.1
15.2
13.8
%
13.1
%
0.7
%
177.2
177.2
177.2
%
%
%
142.3
142.3
142.3
%
%
%
52.1
52.1
52.1
%
%
%
371.6
371.6
371.6
%
%
%
$
3,010.1
$
2,319.2
$
690.9
$
675.7
$
15.2
29.8
%
29.1
%
0.7
%
67.4
%
67.5
%
32.6
%
32.5
%
$
295.9
$
277.2
$
18.7
$
16.9
$
1.8
6.7
%
6.1
%
0.6
%
327.5
267.6
59.9
57.8
2.1
22.4
%
21.6
%
0.8
%
16.3
18.0
(1.7
)
(1.9
)
0.2
(9.2
)%
(10.4
)%
1.2
%
270.2
190.9
79.3
79.2
0.1
41.6
%
41.5
%
0.1
%
Year Ended
Change in
Percent Change in
December 31,
Product Net Sales
Product Net Sales
2005
2004
Total
Performance
Currency
Total
Performance
Currency
(in millions)
$
1,321.7
$
1,137.1
$
184.6
$
170.3
$
14.3
16.2
%
15.0
%
1.2
%
830.9
705.1
125.8
118.1
7.7
17.8
%
16.7
%
1.1
%
120.2
103.4
16.8
16.7
0.1
16.2
%
16.2
%
%
2,272.8
1,945.6
327.2
305.1
22.1
16.8
%
15.7
%
1.1
%
46.4
100.0
(53.6
)
(53.8
)
0.2
(53.6
)%
(53.8
)%
0.2
%
$
2,319.2
$
2,045.6
$
273.6
$
251.3
$
22.3
13.4
%
12.3
%
1.1
%
67.5
%
69.1
%
32.5
%
30.9
%
$
277.2
$
268.9
$
8.3
$
6.1
$
2.2
3.1
%
2.3
%
0.8
%
267.6
232.9
34.7
32.5
2.2
14.9
%
13.9
%
1.0
%
18.0
19.1
(1.1
)
(1.6
)
0.5
(5.9
)%
(8.5
)%
2.6
%
190.9
99.8
91.1
90.9
0.2
91.2
%
91.0
%
0.2
%
*
Other specialty pharmaceuticals sales primarily consist of sales
to Advanced Medical Optics, Inc., or AMO, pursuant to a
manufacturing and supply agreement entered into as part of the
June 2002 AMO spin-off that terminated as scheduled in June
2005.
47
48
49
Year Ended December 31,
2006
2005
2004
100.0
%
100.0
%
100.0
%
1.7
1.0
0.7
19.1
16.6
18.7
44.3
40.4
38.7
35.1
16.7
16.8
2.6
0.8
0.4
0.7
1.9
0.3
(0.1
)
24.6
25.8
(0.5
)
1.2
0.2
(0.6
)%
25.8
%
26.0
%
(4.2
)%
17.4
%
18.4
%
50
51
52
53
Contract
Employee
and Lease
Severance
Termination Costs
Total
(in millions)
$
6.1
$
7.4
$
13.5
(2.1
)
(2.5
)
(4.6
)
$
4.0
$
4.9
$
8.9
54
Employee
Other
Severance
Costs
Total
(in millions)
$
25.9
$
3.0
$
28.9
(0.2
)
(0.2
)
(10.7
)
(2.8
)
(13.5
)
15.2
15.2
4.6
4.0
8.6
(15.7
)
(0.8
)
(16.5
)
$
4.1
$
3.2
$
7.3
55
2006
2005
2004
(in millions)
$
888.8
$
762.9
$
684.7
119.9
1,008.7
762.9
684.7
351.7
148.2
150.3
579.3
58.6
22.3
43.8
7.0
$
(3.2
)
$
570.9
$
527.4
(a)
Represents amortization of identifiable intangible assets
related to the Inamed acquisition.
56
57
58
2006
(in millions)
$
(19.5
)
579.3
47.9
26.9
28.5
22.3
$
685.4
$
107.5
15.7
9.1
11.3
3.5
17.2
14.5
2.8
1.2
(3.9
)
(1.6
)
$
177.3
25.9
%
59
2005
(in millions)
$
599.2
43.8
5.6
(7.9
)
(5.7
)
$
635.0
$
192.4
7.6
1.1
(1.7
)
(0.6
)
1.4
24.1
(29.9
)
(19.7
)
$
174.7
27.5
%
60
61
62
63
64
65
(a)
Accounts payable and accrued liabilities include approximately
$10.3 million of recognized liabilities related to the
involuntary termination and relocation of certain Inamed
employees in accordance with the Emerging Issues Task Force
(EITF) in EITF Issue
No. 95-3,
Recognition of Liabilities in Connection with a Purchase
Business Combination.
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
66
December 31, 2006
Fair
Maturing in
Market
2007
2008
2009
2010
2011
Thereafter
Total
Value
(in millions, except interest rates)
$
130.0
$
$
$
$
$
$
130.0
$
130.0
5.35
%
5.35
%
771.0
771.0
771.0
5.29
%
5.29
%
288.6
288.6
288.6
3.75
%
3.75
%
138.7
138.7
138.7
5.91
%
5.91
%
$
1,328.3
$
$
$
$
$
$
1,328.3
$
1,328.3
5.03
%
5.03
%
$
$
33.5
$
$
$
750.0
$
822.9
$
1,606.4
$
1,686.7
6.91
%
1.50
%
5.84
%
3.84
%
102.0
102.0
102.0
5.46
%
5.46
%
$
102.0
$
33.5
$
$
$
750.0
$
822.9
$
1,708.4
$
1,788.7
5.46
%
6.91
%
1.50
%
5.84
%
3.93
%
67
December 31, 2005
Fair
Maturing in
Market
2006
2007
2008
2009
2010
Thereafter
Total
Value
(in millions, except interest rates)
$
50.0
$
$
$
$
$
$
50.0
$
50.0
4.44
%
4.44
%
656.0
656.0
656.0
4.28
%
4.28
%
554.6
554.6
554.6
4.41
%
4.41
%
$
1,260.6
$
$
$
$
$
$
1,260.6
$
1,260.6
4.34
%
4.34
%
$
520.0
$
$
32.5
$
$
$
25.0
$
577.5
$
851.2
1.25
%
6.91
%
7.47
%
1.84
%
169.6
169.6
169.6
4.63
%
4.63
%
$
689.6
$
$
32.5
$
$
$
25.0
$
747.1
$
1,020.8
2.08
%
6.91
%
7.47
%
2.47
%
Payments Due by Period
More
Less than
than Five
One Year
1-3 Years
3-5 Years
Years
Total
(in millions)
$
102.0
$
33.5
$
750.0
$
822.9
$
1,708.4
30.7
39.7
23.2
64.1
157.7
126.3
46.5
0.3
173.1
34.0
34.0
123.3
191.3
$
259.0
$
153.7
$
807.5
$
1,010.3
$
2,230.5
69
2006
2005
Average Contract
Average Contract
Notional
Rate or Strike
Notional
Rate or Strike
Amount
Amount
Amount
Amount
(in millions)
(in millions)
(Receive U.S. dollar/pay foreign currency)
$
142.3
1.32
$
12.6
1.20
1.8
1.15
6.9
1.15
9.1
0.78
2.6
0.75
16.5
1.77
$
153.2
$
38.6
$
(0.7
)
$
0.7
$
35.0
1.14
$
26.0
1.15
14.3
11.00
11.7
10.78
20.6
0.78
12.1
0.75
11.7
2.24
9.3
2.40
73.0
1.34
39.4
1.20
9.6
113.06
7.7
6.79
6.1
1.18
$
178.0
$
98.5
$
3.8
$
2.9
$
15.3
1.96
$
17.0
1.76
$
0.2
$
0.2
70
Item 8.
Financial
Statements and Supplementary Data
71
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
72
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accounting Fees and Services
73
Item 15.
Exhibits
and Financial Statement Schedules
Page
Number
F-1
F-2
F-5
F-6
F-7
F-8
F-9
F-58
Page
Number
F-60
Exhibit
3
.1
Restated Certificate of
Incorporation of Allergan, Inc., as filed with the State of
Delaware on May 22, 1989 (incorporated by reference to
Exhibit 3.1 to Allergan, Inc.s Registration Statement
on
Form S-1
No. 33-28855,
filed on May 24, 1989)
3
.2
Certificate of Amendment of
Certificate of Incorporation of Allergan, Inc. (incorporated by
reference to Exhibit 3 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 30, 2000)
3
.3
Certificate of Amendment of
Restated Certificate of Incorporation of Allergan, Inc.
(incorporated by reference to Exhibit 3.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on September 20, 2006)
3
.4
Allergan, Inc. Bylaws
(incorporated by reference to Exhibit 3 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended June 30, 1995)
3
.5
First Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.1 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)
3
.6
Second Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.5 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
3
.7
Third Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.6 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)
74
Exhibit
4
.1
Certificate of Designations of
Series A Junior Participating Preferred Stock, as filed
with the State of Delaware on February 1, 2000
(incorporated by reference to Exhibit 4.1 to Allergan,
Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 1999)
4
.2
Rights Agreement, dated
January 25, 2000, between Allergan, Inc. and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)
4
.3
Amendment to Rights Agreement,
dated as of January 2, 2002, between First Chicago Trust
Company of New York, Allergan, Inc. and EquiServe Trust Company,
N.A., as successor Rights Agent (incorporated by reference to
Exhibit 4.3 to Allergan, Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2001)
4
.4
Second Amendment to Rights
Agreement, dated as of January 30, 2003, between First
Chicago Trust Company of New York, Allergan, Inc. and EquiServe
Trust Company, N.A., as successor Rights Agent (incorporated by
reference to Exhibit 1 to Allergan, Inc.s amended
Form 8-A
filed on February 14, 2003)
4
.5
Third Amendment to Rights
Agreement, dated as of October 7, 2005, between Wells Fargo
Bank, National Association and Allergan, Inc., as successor
Right Agent (incorporated by reference to Exhibit 4.11 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
4
.6
Amended and Restated Indenture,
dated as of July 28, 2004, between Allergan, Inc. and Wells
Fargo Bank, National Association (incorporated by reference to
Exhibit 4.11 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 2004)
4
.7
Form of Zero Coupon Convertible
Senior Note Due 2022 (incorporated by reference to
Exhibit 4.2 (included in Exhibit 4.1) to Allergan,
Inc.s Registration Statement on
Form S-3
dated January 9, 2003, Registration
No. 333-102425)
4
.8
Registration Rights Agreement,
dated as of November 6, 2002, by and between Allergan, Inc.
and Banc of America Securities LLC, Salomon Smith Barney Inc.,
J.P. Morgan Securities Inc. and Banc One Capital Markets,
Inc. (incorporated by reference to Exhibit 4.3 to Allergan,
Inc.s Registration Statement on
Form S-3
dated January 9, 2003, Registration
No. 333-102425)
4
.9
Indenture, dated as of
April 12, 2006, between Allergan, Inc. and Wells Fargo,
National Association relating to the $750,000,000
1.50% Convertible Senior Notes due 2026 (incorporated by
reference to Exhibit 4.1 to Allergan, Inc.s Current
Report on
Form 8-K
filed on April 12, 2006)
4
.10
Indenture, dated as of
April 12, 2006, between Allergan, Inc. and Wells Fargo,
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
.11
Form of 1.50% Convertible
Senior Note due 2026 (incorporated by reference (and included
in) the Indenture dated as of April 12, 2006 between
Allergan, Inc. and Wells Fargo, National Association at
Exhibit 4.1 to Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
4
.12
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, National Association at Exhibit 4.2 to
Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
4
.13
Registration Rights Agreement,
dated as of April 12, 2006, among Allergan, Inc. and Banc
of America Securities LLC and Citigroup Global Markets Inc., as
representatives of the Initial Purchasers named therein,
relating to the $750,000,000 1.50% Convertible Senior Notes
due 2026 (incorporated by reference to Exhibit 4.3 to
Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
4
.14
Registration Rights Agreement,
dated as of April 12, 2006, among 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)
10
.1
Form of Director and Executive
Officer Indemnity Agreement
10
.2
Form of Allergan, Inc. Change in
Control Agreement 11E Grade (applicable to certain employees
hired before December 4, 2006) *
10
.3
Form of Allergan, Inc. Change in
Control Agreement 11E Grade (applicable to certain employees
hired after December 4, 2006) *
Exhibit
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)*
10
.5
Amended Form of Restricted Stock
Award Agreement under Allergan, Inc.s 2003 Nonemployee
Director Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.60 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended March 31, 2006)
10
.6
Amended Form of Non-Qualified
Stock Option Award Agreement under Allergan, Inc.s 2003
Nonemployee Director Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.61 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 2006)
10
.7
Allergan, Inc. Deferred
Directors Fee Program, amended and restated as of
November 15, 1999 (incorporated by reference to
Exhibit 4 to Allergan, Inc.s Registration Statement
on
Form S-8
dated January 6, 2000, Registration
No. 333-94155)*
10
.8
Allergan, Inc. 1989 Incentive
Compensation Plan, as amended and restated November 2000 and as
adjusted for 1999 split (incorporated by reference to
Exhibit 10.5 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2000)
10
.9
First Amendment to Allergan, Inc.
1989 Incentive Compensation Plan (as amended and 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
.10
Second Amendment to Allergan, Inc.
1989 Incentive Compensation Plan (as amended and restated
November 2000) (incorporated by reference to Exhibit 10.7
to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.11
Form of Certificate of Restricted
Stock Award Terms and Conditions under Allergan, Inc. 1989
Incentive Compensation Plan (as amended and restated November
2000) (incorporated by reference to Exhibit 10.8 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.12
Form of Restricted Stock Units
Terms and Conditions under Allergan, Inc. 1989 Incentive
Compensation Plan (as amended and restated November 2000)
(incorporated by reference to Exhibit 10.9 to Allergan,
Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.13
Allergan, Inc. Employee Stock
Ownership Plan (Restated 2003) (incorporated by reference to
Exhibit 10.6 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.14
First Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.52 to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.15
Second Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.9 to Allergan, Inc.s
Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)
10
.16
Third Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.13 to Allergan, Inc.s
Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.17
Allergan, Inc. Employee Savings
and Investment Plan (Restated 2003) (incorporated by reference
to Exhibit 10.7 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.18
First Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.53 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.19
Second Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.12 to Allergan, Inc.s Report
on
Form 10-K
for the Fiscal Year ended December 31, 2003)
10
.20
Third Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.17 to Allergan, Inc.s Report
on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.21
Allergan, Inc. Pension Plan
(Restated 2003) (incorporated by reference to Exhibit 10.8
to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.22
First Amendment to Allergan, Inc.
Pension Plan (Restated 2003) (incorporated by reference to
Exhibit 10.50 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 26, 2003)
Exhibit
10
.23
Second Amendment to Allergan, Inc.
Pension Plan (Restated 2003) (incorporated by reference to
Exhibit 10.20 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.24
Restated Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.5 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 1996)*
10
.25
First Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.4 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)*
10
.26
Second Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.12 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)*
10
.27
Third Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.46 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)*
10
.28
Fourth Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.13 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.29
Restated Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.6 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 1996)*
10
.30
First Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.3 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)*
10
.31
Second Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.11 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)*
10
.32
Third Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.45 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)*
10
.33
Fourth Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.18 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.34
Allergan, Inc. 2006 Executive
Bonus Plan (incorporated by reference to Appendix B to
Allergan, Inc.s Proxy Statement filed on March 21,
2006)*
10
.35
Allergan, Inc. 2007 Executive
Bonus Plan Performance Objectives
10
.36
Allergan, Inc. 2007 Management
Bonus Plan*
10
.37
Allergan, Inc. Executive Deferred
Compensation Plan (amended and restated effective
January 1, 2003) (incorporated by reference to
Exhibit 10.22 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.38
First Amendment to Allergan, Inc.
Executive Deferred Compensation Plan (amended and restated
effective January 1, 2003) (incorporated by reference to
Exhibit 10.29 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)*
10
.39
Allergan, Inc. Premium Priced
Stock Option Plan (incorporated by reference to Exhibit B
to Allergan, Inc.s Proxy Statement filed on March 23,
2001)*
10
.40
Acceleration of Vesting of Premium
Priced Stock Options (incorporated by reference to
Exhibit 10.57 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 25, 2005)
10
.41
Distribution Agreement, dated
March 4, 1994, between Allergan, Inc. and Merrill
Lynch & Co. and J.P. Morgan Securities Inc.
(incorporated by reference to Exhibit 10.14 to Allergan,
Inc.s Report on
Form 10-K
for the fiscal year ended December 31, 1993)
10
.42
Credit Agreement, dated as of
October 11, 2002, among Allergan, Inc., as Borrower and
Guarantor, the Eligible Subsidiaries Referred to Therein, the
Banks Listed Therein, JPMorgan Chase Bank, as Administrative
Agent, Citicorp USA Inc., as Syndication Agent and Bank of
America, N.A., as Documentation Agent (incorporated by reference
to Exhibit 10.47 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 27, 2002)
10
.43
First Amendment to Credit
Agreement, dated as of October 30, 2002, among Allergan,
Inc., as Borrower and Guarantor, the Eligible Subsidiaries
Referred to Therein, the Banks Listed Therein, JPMorgan Chase
Bank, as Administrative Agent, Citicorp USA Inc., as Syndication
Agent and Bank of America, N.A., as Documentation Agent
(incorporated by reference to Exhibit 10.48 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended September 27, 2002)
Exhibit
10
.44
Second Amendment to Credit
Agreement, dated as of May 16, 2003, among Allergan, Inc.,
as Borrower and Guarantor, the Banks listed Therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Documentation
Agent (incorporated by reference to Exhibit 10.49 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 27, 2003)
10
.45
Third Amendment to Credit
Agreement, dated as of October 15, 2003, among Allergan,
Inc., as Borrower and Guarantor, the Banks Listed Therein,
JPMorgan Chase Bank, as Administrative Agent, Citicorp USA Inc.,
as Syndication Agent and Bank of America, N.A., as Documentation
Agent (incorporated by reference to Exhibit 10.54 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.46
Fourth Amendment to Credit
Agreement, dated as of May 26, 2004, among Allergan, Inc.,
as Borrower and Guarantor, the Banks Listed Therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Document Agent
(incorporated by reference to Exhibit 10.56 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended June 25, 2004)
10
.47
Amended and Restated Credit
Agreement, dated as of March 31, 2006, among Allergan, Inc.
as Borrower and Guarantor, the Banks listed therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Document Agent
(incorporated by reference to Exhibit 10.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on April 4, 2006)
10
.48
Purchase Agreement, dated as of
April 6, 2006, among Allergan, Inc. and Banc of America
Securities LLC, Citigroup Global Markets Inc. and Morgan
Stanley & Co. Incorporated, as representatives of the
initial purchasers named therein, relating to the $750,000,000
1.50% Convertible Senior Notes due 2026 (incorporated by
reference to Exhibit 10.1 to Allergan, Inc.s Current
Report on
Form 8-K
filed on April 12, 2006)
10
.49
Purchase Agreement, dated as of
April 6, 2006, among Allergan, Inc. and Banc of America
Securities LLC, Citigroup Global Markets Inc., Goldman,
Sachs & Co. and Morgan Stanley & Co.
Incorporated, relating to the $800,000,000 5.75% Senior
Notes due 2016 (incorporated by reference to Exhibit 10.2
to Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
10
.50
Stock Sale and Purchase Agreement,
dated as of October 31, 2006, by and among Allergan, Inc.,
Allergan Holdings France, SAS, Waldemar Kita, the European
Pre-Floatation Fund II and the other minority stockholders
of Groupe Cornéal Laboratories and its subsidiaries
(incorporated by reference to Exhibit 10.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on November 2, 2006)
10
.51
Contribution and Distribution
Agreement, dated as of June 24, 2002, by and among
Allergan, Inc. and Advanced Medical Optics, Inc. (incorporated
by reference to Exhibit 10.35 to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.52
Transitional Services Agreement,
dated as of June 24, 2002, between Allergan, Inc. and
Advanced Medical Optics, Inc. (incorporated by reference to
Exhibit 10.36 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.53
Employee Matters Agreement, dated
as of June 24, 2002, between Allergan, Inc. and Advanced
Medical Optics, Inc. (incorporated by reference to
Exhibit 10.37 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.54
Tax Sharing Agreement, dated as of
June 24, 2002, between Allergan, Inc. and Advanced Medical
Optics, Inc. (incorporated by reference to Exhibit 10.38 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.55
Manufacturing and Supply
Agreement, dated as of June 30, 2002, between Allergan,
Inc. and Advanced Medical Optics, Inc. (incorporated by
reference to Exhibit 10.39 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.56
Agreement and Plan of Merger,
dated as of December 20, 2005, by and among Allergan, Inc.,
Banner Acquisition, Inc., a wholly-owned subsidiary of Allergan,
and Inamed Corporation (incorporated by reference to
Exhibit 99.2 to Allergan, Inc.s Current Report on
Form 8-K
filed on December 13, 2005)
10
.57
Transition and General Release
Agreement, effective as of August 6, 2004, by and between
Allergan, Inc. and Lester J. Kaplan (incorporated by reference
to Exhibit 10.55 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 26, 2004)
Exhibit
10
.58
Transfer Agent Services Agreement,
dated as of October 7, 2005, by and among Allergan, Inc.
and Wells Fargo Bank, National Association (incorporated by
reference to Exhibit 10.57 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.59
Botox
®
China License Agreement, dated as of September 30, 2005, by
and among Allergan, Inc. Allergan Sales, LLC and Glaxo Group
Limited (incorporated by reference to Exhibit 10.51** to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.60
Botox
®
Japan License Agreement, dated as of September 30, 2005, by
and among Allergan, Inc. Allergan Sales, LLC and Glaxo Group
Limited (incorporated by reference to Exhibit 10.52** to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.61
Co-Promotion Agreement, dated as
of September 30, 2005, by and among Allergan, Inc.,
Allergan Sales, LLC and SmithKline Beecham Corporation d/b/a
GlaxoSmithKline (incorporated by reference to
Exhibit 10.53** to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.62
Botox
®
Global Strategic Support Agreement, dated as of
September 30, 2005, by and among Allergan, Inc., Allergan
Sales, LLC and Glaxo Group Limited (incorporated by reference to
Exhibit 10.54** to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.63
China
Botox
®
Supply Agreement, dated as of September 30, 2005, by and
among Allergan Sales, LLC and Glaxo Group Limited (incorporated
by reference to Exhibit 10.55** to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.64
Japan
Botox
®
Supply Agreement, dated as of September 30, 2005, by and
between Allergan Pharmaceuticals Ireland and Glaxo Group Limited
(incorporated by reference to Exhibit 10.56** to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.65
Severance and General Release
Agreement between Allergan, Inc. and Roy J. Wilson, dated as of
October 6, 2006 (incorporated by reference to
Exhibit 10.1 to Allergan, Inc.s Current Report on
Form 8-K
filed on October 10, 2006)
21
List of Subsidiaries of Allergan,
Inc.
23
.1
Consent of Ernst & Young
LLP, independent registered public accounting firm
23
.2
Report and consent of KPMG LLP,
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
*
Management contract or compensatory plan or arrangement.
**
Confidential treatment was requested with respect to the omitted
portions of this Exhibit, which portions have been filed
separately with the Securities and Exchange Commission and which
portions were granted confidential treatment on
December 13, 2005.
All current directors and executive officers of Allergan, Inc.
have entered into the Indemnity Agreement with Allergan, Inc.
All vice president level employees, including executive
officers, of Allergan, Inc., grade level 11E and above,
hired before December 4, 2006, are eligible to be party to
the Allergan, Inc. Change in Control Agreement.
All employees of Allergan, Inc., grade level 11E and below,
hired after December 4, 2006, are eligible to be party to
the Allergan, Inc. Change in Control Agreement.
By
Date: March 1, 2007
Chairman of the Board and
Chief Executive Officer
Executive Vice President, Finance and
Business Development, Chief Financial Officer
(Principal Financial Officer)
Senior Vice President, Corporate Controller (Principal
Accounting Officer)
Vice Chairman of the Board
Director and Chairman Emeritus
80
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President, Finance and
Business Development, Chief Financial Officer
(Principal Financial Officer)
F-1
February 26, 2007
F-2
February 26, 2007
F-3
March 4, 2005
F-4
As of December 31,
2006
2005
(in millions,
except share data)
$
1,369.4
$
1,296.3
386.9
246.1
168.5
90.1
205.5
193.1
2,130.3
1,825.6
148.2
258.9
123.2
611.4
494.0
1,833.6
9.0
1,043.6
139.8
$
5,767.1
$
2,850.5
$
102.0
$
169.6
520.0
142.4
92.3
124.8
84.8
235.2
177.3
53.7
658.1
1,044.0
856.4
57.5
750.0
84.8
273.2
181.0
1.5
1.1
1.5
1.3
2,359.6
417.7
(127.4
)
(50.6
)
1,065.7
1,305.1
3,299.4
1,673.5
(156.3
)
(106.6
)
3,143.1
1,566.9
$
5,767.1
$
2,850.5
F-5
Year Ended December 31,
2006
2005
2004
(in millions,
except per share data)
$
3,010.1
$
2,319.2
$
2,045.6
53.2
23.4
13.3
3,063.3
2,342.6
2,058.9
575.7
385.3
381.7
1,333.4
936.8
791.7
1,055.5
388.3
342.9
79.6
17.5
8.2
22.3
43.8
7.0
(3.2
)
570.9
527.4
48.9
35.4
14.1
(60.2
)
(12.4
)
(18.1
)
0.3
0.8
0.3
(0.3
)
1.1
(0.4
)
(5.0
)
3.4
8.8
(19.5
)
599.2
532.1
107.5
192.4
154.0
0.4
2.9
1.0
$
(127.4
)
$
403.9
$
377.1
$
(0.87
)
$
3.08
$
2.87
$
(0.87
)
$
3.01
$
2.82
F-6
Accumulated
Additional
Other
Comprehensive
Common Stock
Paid-In
Comprehensive
Retained
Treasury Stock
Income
Shares
Par Value
Capital
Loss
Earnings
Shares
Amount
Total
(Loss)
134.3
$
1.3
$
360.5
$
(54.9
)
$
695.7
(4.1
)
$
(284.0
)
$
718.6
377.1
377.1
$
377.1
(1.1
)
9.9
0.4
9.2
9.2
9.2
$
386.3
(47.3
)
(47.3
)
28.2
(45.8
)
1.9
129.4
111.8
(3.9
)
2.8
0.2
10.8
9.7
(0.8
)
(65.2
)
(65.2
)
2.3
2.3
134.3
1.3
387.1
(45.7
)
982.5
(2.8
)
(209.0
)
1,116.2
403.9
403.9
$
403.9
(0.6
)
(3.9
)
(0.4
)
(4.9
)
(4.9
)
(4.9
)
$
399.0
(52.6
)
(52.6
)
33.9
(30.8
)
2.4
180.4
183.5
(8.3
)
2.1
0.3
16.3
10.1
(1.3
)
(94.3
)
(94.3
)
5.0
5.0
134.3
1.3
417.7
(50.6
)
1,305.1
(1.4
)
(106.6
)
1,566.9
(127.4
)
(127.4
)
$
(127.4
)
1.3
24.9
7.3
(0.6
)
32.9
32.9
32.9
$
(94.5
)
(109.7
)
(109.7
)
(58.7
)
(58.7
)
35.4
(58.7
)
2.6
241.3
218.0
2.2
0.1
9.6
11.8
2.1
17.4
0.2
1,859.1
1,859.3
(2.9
)
(307.8
)
(307.8
)
47.4
3.2
0.1
7.2
57.8
153.8
$
1.5
$
2,359.6
$
(127.4
)
$
1,065.7
(1.5
)
$
(156.3
)
$
3,143.1
F-7
Year Ended December 31,
2006
2005
2004
(in millions)
$
(127.4
)
$
403.9
$
377.1
579.3
152.4
78.9
68.3
10.0
9.8
11.8
(0.9
)
(47.6
)
(25.0
)
(34.5
)
(0.3
)
(0.8
)
(0.3
)
4.3
(5.8
)
4.1
0.3
(1.1
)
0.4
69.6
15.1
11.5
0.4
2.9
1.0
22.3
43.8
7.0
(57.7
)
(11.2
)
(15.8
)
34.1
1.1
(11.8
)
18.1
(31.9
)
14.7
0.1
(34.4
)
(26.0
)
17.0
(3.8
)
9.2
10.7
(27.7
)
27.7
42.5
(61.8
)
72.3
19.7
72.6
31.8
746.9
424.6
548.5
(1,328.7
)
(131.4
)
(78.5
)
(96.4
)
(18.4
)
(13.6
)
(10.5
)
(11.5
)
(99.3
)
4.8
7.8
0.6
1.3
0.2
0.1
(1,484.6
)
(182.1
)
(106.8
)
(58.4
)
(52.3
)
(47.3
)
797.7
750.0
(20.2
)
825.0
(825.0
)
(521.9
)
(67.5
)
157.0
(12.6
)
(10.4
)
182.7
149.9
83.6
(307.8
)
(94.3
)
(65.2
)
13.0
35.4
803.0
160.3
(51.9
)
7.8
(1.3
)
(2.6
)
73.1
401.5
387.2
1,296.3
894.8
507.6
$
1,369.4
$
1,296.3
$
894.8
$
34.1
$
11.5
$
13.5
$
78.4
$
279.4
$
110.0
F-8
Note 1:
Summary
of Significant Accounting Policies
F-9
F-10
F-11
F-12
F-13
F-14
Note 2:
Inamed
Acquisition
(in millions)
$
1,859.3
1,409.3
22.1
$
3,290.7
F-15
(a)
Accounts payable and accrued liabilities include approximately
$10.3 million of recognized liabilities related to the
involuntary termination and relocation of certain Inamed
employees in accordance with the Emerging Issues Task Force
(EITF) in EITF Issue
No. 95-3,
Recognition of Liabilities in Connection with a Purchase
Business Combination.
F-16
Value of
intangible assets
Weighted-average
acquired
amortization period
(in millions)
$
796.4
15.4 years
113.3
16.0 years
42.3
3.1 years
19.9
5.0 years
$
971.9
F-17
(in millions)
$
523.6
158.5
35.0
42.4
36.9
$
796.4
Increased Market Presence and
Opportunities.
The combination of the Company and
Inamed should increase the combined companys market
presence and opportunities for growth in sales, earnings and
stockholder returns.
Enhanced Product Mix.
The complementary nature
of the Companys products with those of Inamed should
benefit current patients and customers of both companies and
provide the combined company with the ability to access new
patients and physician customers.
Operating Efficiencies.
The combination of the
Company and Inamed provides the opportunity for potential
economies of scale, cost savings and access to a highly trained
Inamed work force as of the acquisition date.
F-18
2006
2005
(in millions, except per share amounts)
$
3,109.5
$
2,757.0
$
3,162.7
$
2,780.4
$
471.7
$
396.2
$
3.13
$
2.67
$
3.08
$
2.62
Note 3:
Restructuring
Charges, Integration Costs, and Transition and Duplicate
Operating Expenses
F-19
Contract
Employee
and Lease
Severance
Termination Costs
Total
(in millions)
$
6.1
$
7.4
$
13.5
(2.1
)
(2.5
)
(4.6
)
$
4.0
$
4.9
$
8.9
F-20
Employee
Other
Severance
Costs
Total
(in millions)
$
25.9
$
3.0
$
28.9
(0.2
)
(0.2
)
(10.7
)
(2.8
)
(13.5
)
15.2
15.2
4.6
4.0
8.6
(15.7
)
(0.8
)
(16.5
)
$
4.1
$
3.2
$
7.3
F-21
Note 4:
Composition
of Certain Financial Statement Captions
December 31,
2006
2005
(in millions)
$
417.9
$
250.5
15.2
15.8
4.4
$
386.9
$
246.1
$
107.1
$
52.9
31.2
24.8
30.2
12.4
$
168.5
$
90.1
$
55.0
$
57.5
113.0
91.1
37.5
44.5
$
205.5
$
193.1
$
$
135.4
executive compensation
49.3
42.0
34.3
27.3
18.3
5.0
7.1
8.3
39.2
40.9
$
148.2
$
258.9
$
32.4
$
18.6
540.6
475.7
399.1
318.1
972.1
812.4
360.7
318.4
$
611.4
$
494.0
F-22
December 31,
2006
2005
(in millions)
$
71.2
$
71.9
13.0
16.1
31.6
24.1
21.7
0.9
4.9
5.1
4.4
88.4
59.2
$
235.2
$
177.3
$
35.8
$
27.3
69.9
31.5
47.9
43.1
81.9
73.7
20.4
17.3
5.4
$
273.2
$
181.0
$
(23.7
)
$
(48.6
)
7.3
(112.2
)
(3.8
)
1.2
1.8
$
(127.4
)
$
(50.6
)
Note 5:
Intangibles
and Goodwill
December 31, 2006
December 31, 2005
Weighted
Weighted
Average
Average
Gross
Accumulated
Amortization
Gross
Accumulated
Amortization
Amount
Amortization
Period
Amount
Amortization
Period
(in millions)
(in years)
(in millions)
(in years)
$
796.4
$
(39.9
)
15.4
$
$
42.3
(10.3
)
3.1
149.4
(44.2
)
8.0
137.8
(25.5
)
8.0
23.5
(5.7
)
6.5
3.5
(2.3
)
15.0
142.6
(11.4
)
15.8
29.3
(4.1
)
15.0
1.0
(1.0
)
5.0
1.1
(0.9
)
5.0
1,155.2
(112.5
)
13.9
171.7
(32.8
)
9.3
0.9
0.9
$
1,156.1
$
(112.5
)
$
172.6
$
(32.8
)
F-24
2006
2005
2004
(in millions)
$
39.9
$
$
10.3
18.6
15.1
5.7
3.4
0.4
0.4
7.4
2.0
2.0
0.1
$
79.6
$
17.5
$
8.2
December 31,
2006
2005
(in millions)
$
1,828.9
$
4.6
3.9
3.6
0.8
0.8
$
1,833.6
$
9.0
F-25
Note 6:
Notes Payable
and Long-Term Debt
2006
2005
Average
Average
Effective
Effective
Interest
December 31,
Interest
December 31,
Rate
2006
Rate
2005
(in millions)
(in millions)
5.46
%
$
102.0
4.63
%
$
169.6
maturing 2008 - 2012
7.15
%
58.5
7.15
%
57.5
5.79
%
797.9
958.4
227.1
102.0
169.6
$
856.4
$
57.5
F-26
Note 7:
Convertible
Notes
F-27
Note 8:
Income
Taxes
Year Ended December 31,
2006
2005
2004
(in millions)
$
(232.4
)
$
455.7
$
343.9
212.9
143.5
188.2
$
(19.5
)
$
599.2
$
532.1
Year Ended December 31,
2006
2005
2004
(in millions)
$
115.2
$
159.3
$
151.8
30.2
32.1
26.4
15.3
24.9
10.3
160.7
216.3
188.5
(34.0
)
(2.6
)
(10.7
)
(5.9
)
(17.0
)
(5.4
)
(13.3
)
(4.3
)
(18.4
)
(53.2
)
(23.9
)
(34.5
)
$
107.5
$
192.4
$
154.0
F-28
2006
2005
2004
(35.0
)%
35.0
%
35.0
%
44.8
3.7
1.7
(238.9
)
(11.0
)
(9.0
)
11.9
10.4
3.3
(118.9
)
(2.6
)
(1.5
)
1,039.8
(0.6
)
(0.4
)
(0.5
)
(12.9
)
(1.1
)
2.4
(130.2
)
(0.6
)
(4.1
)
(8.7
)
(1.3
)
1.6
551.3
%
32.1
%
28.9
%
F-29
F-30
2006
2005
2004
(in millions)
$
29.1
$
9.8
$
10.4
43.5
25.2
21.4
14.3
19.6
18.3
9.7
24.9
20.6
16.3
25.4
25.2
20.0
14.5
11.2
9.7
75.5
130.2
123.1
25.2
2.1
4.2
1.0
27.1
16.6
11.9
15.4
17.0
4.9
10.6
12.0
12.0
11.5
15.2
14.9
11.1
18.2
24.0
27.5
22.0
400.9
318.5
282.9
(20.8
)
(44.1
)
(51.9
)
380.1
274.4
231.0
32.4
21.2
22.3
24.4
13.1
323.6
6.0
3.3
9.0
351.9
60.1
43.3
$
28.2
$
214.3
$
187.7
F-31
Note 9:
Employee
Retirement and Other Benefit Plans
F-32
Pension Plans
Other Postretirement Benefits
Prior to
Effect of
As Reported at
Prior to
Effect of
As Reported at
Adopting
Adopting
December 31,
Adopting
Adopting
December 31,
SFAS No. 158
SFAS No. 158
2006
SFAS No. 158
SFAS No. 158
2006
(in millions)
$
86.3
$
(157.9
)
$
(71.6
)
$
(31.1
)
$
(5.6
)
$
(36.7
)
1.7
51.6
53.3
2.2
2.2
2.5
106.3
108.8
3.4
3.4
F-33
Other
Pension Benefits
Postretirement Benefits
2006
2005
2004
2006
2005
2004
(in millions)
$
23.1
$
17.6
$
14.7
$
1.8
$
1.6
$
1.3
27.4
24.7
21.6
2.0
1.8
1.2
(32.3
)
(27.4
)
(25.4
)
(0.8
)
0.1
(0.2
)
(0.3
)
(0.2
)
13.0
9.5
6.7
0.5
0.3
$
30.4
$
24.4
$
17.7
$
4.1
$
3.4
$
2.3
Other
Pension Benefits
Postretirement Benefits
2006
2005
2004
2006
2005
2004
5.60%
5.95%
6.10%
5.60
%
5.95
%
6.10
%
8.25%
8.25%
8.25%
4.25%
3.75%
3.50%
4.24%
5.05%
5.20%
6.19%
6.89%
6.88%
4.00%
4.32%
3.91%
F-34
Other
Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
(in millions)
$
504.3
$
433.8
$
36.2
$
25.0
23.1
17.6
1.8
1.6
27.4
24.8
2.1
1.7
1.2
1.2
(5.3
)
57.0
(2.2
)
8.6
(8.8
)
(8.3
)
(1.2
)
(0.7
)
(2.2
)
(7.8
)
14.6
(14.0
)
$
554.3
$
504.3
$
36.7
$
36.2
Other
Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
5.90%
5.60%
5.90
%
5.60
%
4.25%
4.25%
4.65%
4.24%
4.24%
4.09%
1-Percentage-
1-Percentage-
Point Increase
Point Decrease
(in millions)
$
0.9
$
(0.7
)
7.3
(5.8
)
F-35
Other
Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
(in millions)
$
427.5
$
346.7
$
$
34.9
49.2
13.0
49.6
1.2
0.7
1.2
1.2
(8.8
)
(8.3
)
(1.2
)
(0.7
)
(1.4
)
12.1
(10.9
)
$
478.5
$
427.5
$
$
2007
Percent of
Target
Plan Assets
Allocation
2006
2005
60.0
%
62.0
%
60.0
%
35.0
38.0
40.0
5.0
100.0
%
100.0
%
100.0
%
60.0
%
63.5
%
61.4
%
40.0
36.5
38.6
100.0
%
100.0
%
100.0
%
F-36
Other
Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
(in millions)
$
478.5
$
427.5
$
$
554.3
504.3
36.7
36.2
(75.8
)
(76.8
)
(36.7
)
(36.2
)
178.4
10.9
(2.8
)
4.2
1.4
$
(71.6
)
$
103.0
$
(36.7
)
$
(28.1
)
Other
Postretirement
Pension Benefits
Benefits
2006
2005
2006
2005
(in millions)
$
$
135.8
$
$
(71.6
)
(32.8
)
(36.7
)
(28.1
)
(6.1
)
2.3
3.8
$
(71.6
)
$
103.0
$
(36.7
)
$
(28.1
)
F-37
Accumulated
Benefit
Projected Benefit
Obligation
Obligation Exceeds
Exceeds the Fair
the Fair Value of
Value of
Plan Assets
Plan Assets
2006
2005
2006
2005
(in millions)
$
554.3
$
504.3
$
53.5
$
50.1
468.2
429.1
42.3
39.0
478.5
427.5
Other
Pension
Postretirement
Benefits
Benefits
(in millions)
$
11.7
$
0.9
13.2
1.0
15.0
1.1
16.9
1.2
19.0
1.4
134.3
9.7
$
210.1
$
15.3
F-38
Note 10:
Employee
Stock Plans
The first tranche has an exercise price equal to $88.55;
The second tranche has an exercise price equal to
$106.26; and
The third tranche has an exercise price equal to $127.51.
F-39
F-40
2006
2005
2004
Weighted
Weighted
Weighted
Number
Average
Number
Average
Number
Average
of
Exercise
of
Exercise
of
Exercise
Shares
Price
Shares
Price
Shares
Price
(in thousands, except option price data)
10,782
$
72.86
11,750
$
70.98
11,874
$
64.64
2,259
111.04
2,071
73.07
2,103
82.92
(2,662
)
68.60
(2,424
)
61.72
(1,919
)
43.56
(258
)
90.04
(615
)
81.70
(308
)
78.84
10,121
82.06
10,782
72.86
11,750
70.98
5,452
74.48
6,221
73.09
5,578
60.11
$
35.68
$
24.98
$
26.53
Options Outstanding
Options Exercisable
Average
Weighted
Weighted
Number
Remaining
Average
Aggregate
Number
Average
Aggregate
Range of
Outstanding
Contractual
Exercise
Intrinsic
Exercisable
Exercise
Intrinsic
at 12/31/06
Life
Price
Value
at 12/31/06
Price
Value
(in thousands)
(in years)
(in millions)
(in thousands)
(in millions)
513
2.1
$
33.44
$
44.3
513
$
33.44
$
44.3
1,595
5.0
57.68
99.0
1,193
56.83
75.1
2,595
6.8
69.62
130.1
1,324
67.05
69.8
2,326
5.6
82.12
87.5
1,489
81.77
56.5
2,507
8.0
109.77
25.0
363
104.44
5.6
585
0.8
127.32
570
127.51
F-41
2006
2005
2004
Weighted
Weighted
Weighted
Number
Average
Number
Average
Number
Average
of
Grant-Date
of
Grant-Date
of
Grant-Date
Shares
Fair Value
Shares
Fair Value
Shares
Fair Value
(in thousands, except share price data)
189
$
74.23
104
$
74.72
81
$
64.30
110
109.29
118
74.37
55
85.40
(26
)
90.81
(20
)
78.41
(22
)
66.75
(10
)
93.27
(13
)
72.92
(10
)
66.92
263
86.53
189
74.23
104
74.72
2006
2005
2004
(in millions)
$
3.0
$
$
34.6
11.0
F-42
2006
30.00
%
4.48
%
0.50
%
4.75
F-43
2005
2004
(in millions, except per share amounts)
$
403.9
$
377.1
8.7
7.6
method, net of tax
(42.4
)
(45.4
)
$
370.2
$
339.3
$
3.08
$
2.87
$
3.01
$
2.82
$
2.82
$
2.58
$
2.76
$
2.53
Note 11:
Financial
Instruments
F-44
F-45
2006
2005
Notional
Fair
Notional
Fair
Principal
Value
Principal
Value
$
153.2
$
(0.7
)
$
38.6
$
0.7
178.0
3.8
98.5
2.9
15.3
0.2
17.0
0.2
2006
2005
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
$
1,369.4
$
1,369.4
$
1,296.3
$
1,296.3
6.9
6.9
8.1
8.1
0.2
0.2
0.2
0.2
102.0
102.0
169.6
169.6
520.0
789.1
856.4
873.7
57.5
62.1
750.0
813.0
F-46
Note 12:
Commitments
and Contingencies
F-47
F-48
F-49
F-50
Note 13:
Guarantees
F-51
Note 14:
Business
Segment Information
2006
2005
2004
(in millions)
$
2,638.5
$
2,319.2
$
2,045.6
371.6
3,010.1
2,319.2
2,045.6
53.2
23.4
13.3
$
3,063.3
$
2,342.6
$
2,058.9
F-52
2006
2005
2004
(in millions)
$
888.8
$
762.9
$
684.7
119.9
1,008.7
762.9
684.7
351.7
148.2
150.3
579.3
58.6
22.3
43.8
7.0
$
(3.2
)
$
570.9
$
527.4
(a)
Represents amortization of identifiable intangible assets
related to the Inamed acquisition.
2006
2005
2004
(in millions)
$
1,530.6
$
1,321.7
$
1,137.1
982.2
830.9
705.1
125.7
120.2
103.4
2,638.5
2,272.8
1,945.6
46.4
100.0
2,638.5
2,319.2
2,045.6
177.2
142.3
52.1
371.6
$
3,010.1
$
2,319.2
$
2,045.6
Product Net Sales
2006
2005
2004
(in millions)
$
2,023.6
$
1,521.7
$
1,332.2
548.5
395.0
334.6
172.5
129.8
102.1
145.7
141.4
122.4
114.5
88.5
60.9
3,004.8
2,276.4
1,952.2
5.3
42.8
93.4
$
3,010.1
$
2,319.2
$
2,045.6
F-54
Depreciation and
Long-lived Assets
Amortization
Capital Expenditures
2006
2005
2004
2006
2005
2004
2006
2005
2004
(in millions)
$
2,986.4
$
209.2
$
76.6
$
111.0
$
38.2
$
28.9
$
44.8
$
21.7
$
15.2
16.0
21.3
24.5
2.2
2.4
3.2
6.2
3.3
0.7
18.7
18.0
17.1
3.8
3.9
3.6
2.6
2.9
2.8
6.6
2.0
3.3
0.9
1.1
1.4
0.3
0.4
0.6
0.2
0.4
0.5
0.1
0.2
3,027.9
250.9
122.0
118.0
45.8
37.1
53.9
28.3
19.3
279.8
214.2
208.0
16.9
15.8
16.4
35.7
21.0
36.0
215.3
204.9
227.9
17.5
17.3
14.8
41.8
29.2
41.1
$
3,523.0
$
670.0
$
557.9
$
152.4
$
78.9
$
68.3
$
131.4
$
78.5
$
96.4
Note 15:
Earnings
Per Share
Year Ended December 31,
2006
2005
2004
(in millions, except
per share amounts)
$
(127.4
)
$
403.9
$
377.1
146.9
131.1
131.3
1.7
1.6
1.2
1.0
146.9
134.0
133.9
$
(0.87
)
$
3.08
$
2.87
$
(0.87
)
$
3.01
$
2.82
Note 16:
Comprehensive
Income (Loss)
2006
2005
2004
Before
Tax
Net-of-
Before
Tax
Net-of-
Before
Tax
Net-of-
Tax
(Expense)
Tax
Tax
(Expense)
Tax
Tax
(Expense)
Tax
Amount
or Benefit
Amount
Amount
or Benefit
Amount
Amount
or Benefit
Amount
(in millions)
$
24.9
$
$
24.9
$
(3.9
)
$
$
(3.9
)
$
9.9
$
$
9.9
12.1
(4.8
)
7.3
2.3
(1.0
)
1.3
(1.0
)
0.4
(0.6
)
(1.8
)
0.7
(1.1
)
(0.9
)
0.3
(0.6
)
(0.2
)
(0.2
)
(0.4
)
0.6
(0.2
)
0.4
$
38.4
$
(5.5
)
32.9
$
(5.1
)
$
0.2
(4.9
)
$
8.7
$
0.5
9.2
(127.4
)
403.9
377.1
$
(94.5
)
$
399.0
$
386.3
Note 17:
Product
Warranties
F-56
Note 18:
Subsequent
Event
F-57
First
Second
Third
Fourth
Total
Quarter
Quarter
Quarter
Quarter
Year
(in millions, except per share data)
$
615.2
$
787.0
$
791.7
$
816.2
$
3,010.1
625.7
801.7
806.8
829.1
3,063.3
(422.8
)
125.2
121.2
173.2
(3.2
)
(423.1
)
112.3
120.7
170.6
(19.5
)
(444.8
)
74.2
106.4
136.8
(127.4
)
(3.29
)
0.49
0.71
0.90
(0.87
)
(3.29
)
0.49
0.70
0.89
(0.87
)
$
527.2
$
591.0
$
606.1
$
594.9
$
2,319.2
530.1
596.5
613.4
602.6
2,342.6
113.4
136.2
159.8
161.5
570.9
119.0
138.1
172.6
169.5
599.2
79.9
33.4
150.5
140.1
403.9
0.61
0.26
1.15
1.06
3.08
0.60
0.25
1.12
1.03
3.01
(a)
Fiscal quarters in 2006 ended on March 31, June 30,
September 29 and December 31.
(b)
Fiscal quarters in 2005 ended on March 25, June 24,
September 30 and December 31.
(c)
Includes 2006 pre-tax charges (income) for the following items:
Quarter
First
Second
Third
Fourth
Total
(in millions)
$
562.8
$
16.5
$
$
$
579.3
5.1
24.8
24.9
24.8
79.6
24.0
23.9
47.9
2.8
5.7
8.6
5.2
22.3
9.5
6.8
5.4
5.2
26.9
28.5
28.5
(d)
Beginning in 2006, the Company reports other revenues on a
separate line in its consolidated statements of operations,
which primarily include royalties and reimbursement income in
connection with various contractual agreements. These other
revenue amounts were previously included in selling, general and
administrative expenses. The amount of other revenues previously
included as part of selling, general and administrative expenses
in 2005 was $23.4 million, consisting of $2.9 million,
$5.5 million, $7.3 million and $7.7 million in
the first, second, third and fourth fiscal quarters of 2005,
respectively. Other revenues of $1.9 million in the second
and third fiscal quarters of 2005, respectively, were
reclassified from amounts previously reported in selling,
general and administrative expenses in our quarterly reports on
Form 10-Q
for the quarters ended June 30, 2006 and September 29,
2006.
F-58
(e)
Includes 2005 pre-tax charges (income) for the following items:
Quarter
First
Second
Third
Fourth
Total
(in millions)
$
27.4
$
10.3
$
(0.1
)
$
6.2
$
43.8
2.1
5.1
5.1
5.2
17.5
0.3
1.3
1.5
2.5
5.6
(8.6
)
(0.8
)
(9.4
)
(7.9
)
(7.9
)
(5.8
)
0.1
(5.7
)
(f)
Includes estimated income tax provision (benefit) of
$60.4 million, $(6.2) million and $(4.6) million
in the second, third and fourth quarters, respectively, related
to the repatriation of foreign earnings that had been previously
permanently reinvested outside the United States.
F-59
ALLERGAN, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2006, 2005 and 2004
Balance at
Balance
Allowance for Doubtful Accounts
Beginning
at End
of Year
Additions(a)
Deductions(b)
Other(c)
of Year
(in millions)
$
4.4
$
7.6
$
(2.6
)
$
6.4
$
15.8
5.7
0.4
(1.7
)
4.4
5.3
1.2
(0.8
)
5.7
(a)
Provision charged to earnings.
(b)
Accounts written off, net of recoveries.
(c)
Allowance for doubtful accounts acquired as part of the Inamed
acquisition.
F-60
Exhibit
3
.1
Restated Certificate of
Incorporation of Allergan, Inc., as filed with the State of
Delaware on May 22, 1989 (incorporated by reference to
Exhibit 3.1 to Allergan, Inc.s Registration Statement
on
Form S-1
No. 33-28855,
filed on May 24, 1989)
3
.2
Certificate of Amendment of
Certificate of Incorporation of Allergan, Inc. (incorporated by
reference to Exhibit 3 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 30, 2000)
3
.3
Certificate of Amendment of
Restated Certificate of Incorporation of Allergan, Inc.
(incorporated by reference to Exhibit 3.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on September 20, 2006)
3
.4
Allergan, Inc. Bylaws
(incorporated by reference to Exhibit 3 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended June 30, 1995)
3
.5
First Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.1 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)
3
.6
Second Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.5 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
3
.7
Third Amendment to Allergan, Inc.
Bylaws (incorporated by reference to Exhibit 3.6 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)
4
.1
Certificate of Designations of
Series A Junior Participating Preferred Stock, as filed
with the State of Delaware on February 1, 2000
(incorporated by reference to Exhibit 4.1 to Allergan,
Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 1999)
4
.2
Rights Agreement, dated
January 25, 2000, between Allergan, Inc. and First Chicago
Trust Company of New York (incorporated by reference to
Exhibit 4 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)
4
.3
Amendment to Rights Agreement,
dated as of January 2, 2002, between First Chicago Trust
Company of New York, Allergan, Inc. and EquiServe Trust Company,
N.A., as successor Rights Agent (incorporated by reference to
Exhibit 4.3 to Allergan, Inc.s Annual Report on
Form 10-K
for the year ended December 31, 2001)
4
.4
Second Amendment to Rights
Agreement, dated as of January 30, 2003, between First
Chicago Trust Company of New York, Allergan, Inc. and EquiServe
Trust Company, N.A., as successor Rights Agent (incorporated by
reference to Exhibit 1 to Allergan, Inc.s amended
Form 8-A
filed on February 14, 2003)
4
.5
Third Amendment to Rights
Agreement, dated as of October 7, 2005, between Wells Fargo
Bank, National Association and Allergan, Inc., as successor
Right Agent (incorporated by reference to Exhibit 4.11 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
4
.6
Amended and Restated Indenture,
dated as of July 28, 2004, between Allergan, Inc. and Wells
Fargo Bank, National Association (incorporated by reference to
Exhibit 4.11 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 2004)
4
.7
Form of Zero Coupon Convertible
Senior Note Due 2022 (incorporated by reference to
Exhibit 4.2 (included in Exhibit 4.1) to Allergan,
Inc.s Registration Statement on
Form S-3
dated January 9, 2003, Registration
No. 333-102425)
4
.8
Registration Rights Agreement,
dated as of November 6, 2002, by and between Allergan, Inc.
and Banc of America Securities LLC, Salomon Smith Barney Inc.,
J.P. Morgan Securities Inc. and Banc One Capital Markets,
Inc. (incorporated by reference to Exhibit 4.3 to Allergan,
Inc.s Registration Statement on
Form S-3
dated January 9, 2003, Registration
No. 333-102425)
4
.9
Indenture, dated as of
April 12, 2006, between Allergan, Inc. and Wells Fargo,
National Association relating to the $750,000,000
1.50% Convertible Senior Notes due 2026 (incorporated by
reference to Exhibit 4.1 to Allergan, Inc.s Current
Report on
Form 8-K
filed on April 12, 2006)
4
.10
Indenture, dated as of
April 12, 2006, between Allergan, Inc. and Wells Fargo,
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
.11
Form of 1.50% Convertible
Senior Note due 2026 (incorporated by reference (and included
in) the Indenture dated as of April 12, 2006 between
Allergan, Inc. and Wells Fargo, National Association at
Exhibit 4.1 to Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
Exhibit
4
.12
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, National Association at Exhibit 4.2 to
Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
4
.13
Registration Rights Agreement,
dated as of April 12, 2006, among Allergan, Inc. and Banc
of America Securities LLC and Citigroup Global Markets Inc., as
representatives of the Initial Purchasers named therein,
relating to the $750,000,000 1.50% Convertible Senior Notes
due 2026 (incorporated by reference to Exhibit 4.3 to
Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
4
.14
Registration Rights Agreement,
dated as of April 12, 2006, among 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)
10
.1
Form of Director and Executive
Officer Indemnity Agreement
10
.2
Form of Allergan, Inc. Change in
Control Agreement 11E Grade (applicable to certain employees
hired before December 4, 2006) *
10
.3
Form of Allergan, Inc. Change in
Control Agreement 11E Grade (applicable to certain employees
hired after December 4, 2006) *
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)*
10
.5
Amended Form of Restricted Stock
Award Agreement under Allergan, Inc.s 2003 Nonemployee
Director Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.60 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended March 31, 2006)
10
.6
Amended Form of Non-Qualified
Stock Option Award Agreement under Allergan, Inc.s 2003
Nonemployee Director Equity Incentive Plan, as amended
(incorporated by reference to Exhibit 10.61 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 2006)
10
.7
Allergan, Inc. Deferred
Directors Fee Program, amended and restated as of
November 15, 1999 (incorporated by reference to
Exhibit 4 to Allergan, Inc.s Registration Statement
on
Form S-8
dated January 6, 2000, Registration
No. 333-94155)*
10
.8
Allergan, Inc. 1989 Incentive
Compensation Plan, as amended and restated November 2000 and as
adjusted for 1999 split (incorporated by reference to
Exhibit 10.5 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2000)
10
.9
First Amendment to Allergan, Inc.
1989 Incentive Compensation Plan (as amended and 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
.10
Second Amendment to Allergan, Inc.
1989 Incentive Compensation Plan (as amended and restated
November 2000) (incorporated by reference to Exhibit 10.7
to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.11
Form of Certificate of Restricted
Stock Award Terms and Conditions under Allergan, Inc. 1989
Incentive Compensation Plan (as amended and restated November
2000) (incorporated by reference to Exhibit 10.8 to
Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.12
Form of Restricted Stock Units
Terms and Conditions under Allergan, Inc. 1989 Incentive
Compensation Plan (as amended and restated November 2000)
(incorporated by reference to Exhibit 10.9 to Allergan,
Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.13
Allergan, Inc. Employee Stock
Ownership Plan (Restated 2003) (incorporated by reference to
Exhibit 10.6 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.14
First Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.52 to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.15
Second Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.9 to Allergan, Inc.s
Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)
10
.16
Third Amendment to Allergan, Inc.
Employee Stock Ownership Plan (as Restated 2003) (incorporated
by reference to Exhibit 10.13 to Allergan, Inc.s
Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
Exhibit
10
.17
Allergan, Inc. Employee Savings
and Investment Plan (Restated 2003) (incorporated by reference
to Exhibit 10.7 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.18
First Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.53 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.19
Second Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.12 to Allergan, Inc.s Report
on
Form 10-K
for the Fiscal Year ended December 31, 2003)
10
.20
Third Amendment to Allergan, Inc.
Savings and Investment Plan (Restated 2003) (incorporated by
reference to Exhibit 10.17 to Allergan, Inc.s Report
on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.21
Allergan, Inc. Pension Plan
(Restated 2003) (incorporated by reference to Exhibit 10.8
to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)
10
.22
First Amendment to Allergan, Inc.
Pension Plan (Restated 2003) (incorporated by reference to
Exhibit 10.50 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.23
Second Amendment to Allergan, Inc.
Pension Plan (Restated 2003) (incorporated by reference to
Exhibit 10.20 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2004)
10
.24
Restated Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.5 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 1996)*
10
.25
First Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.4 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)*
10
.26
Second Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.12 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)*
10
.27
Third Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.46 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)*
10
.28
Fourth Amendment to Allergan, Inc.
Supplemental Retirement Income Plan (incorporated by reference
to Exhibit 10.13 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.29
Restated Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.6 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 31, 1996)*
10
.30
First Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.3 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 24, 1999)*
10
.31
Second Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.11 to Allergan, Inc.s Current Report on
Form 8-K
filed on January 28, 2000)*
10
.32
Third Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.45 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)*
10
.33
Fourth Amendment to Allergan, Inc.
Supplemental Executive Benefit Plan (incorporated by reference
to Exhibit 10.18 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.34
Allergan, Inc. 2006 Executive
Bonus Plan (incorporated by reference to Appendix B to
Allergan, Inc.s Proxy Statement filed on March 21,
2006)*
10
.35
Allergan, Inc. 2007 Executive
Bonus Plan Performance Objectives
10
.36
Allergan, Inc. 2007 Management
Bonus Plan*
10
.37
Allergan, Inc. Executive Deferred
Compensation Plan (amended and restated effective
January 1, 2003) (incorporated by reference to
Exhibit 10.22 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2002)*
10
.38
First Amendment to Allergan, Inc.
Executive Deferred Compensation Plan (amended and restated
effective January 1, 2003) (incorporated by reference to
Exhibit 10.29 to Allergan, Inc.s Report on
Form 10-K
for the Fiscal Year ended December 31, 2003)*
10
.39
Allergan, Inc. Premium Priced
Stock Option Plan (incorporated by reference to Exhibit B
to Allergan, Inc.s Proxy Statement filed on March 23,
2001)*
10
.40
Acceleration of Vesting of Premium
Priced Stock Options (incorporated by reference to
Exhibit 10.57 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 25, 2005)
Exhibit
10
.41
Distribution Agreement, dated
March 4, 1994, between Allergan, Inc. and Merrill
Lynch & Co. and J.P. Morgan Securities Inc.
(incorporated by reference to Exhibit 10.14 to Allergan,
Inc.s Report on
Form 10-K
for the fiscal year ended December 31, 1993)
10
.42
Credit Agreement, dated as of
October 11, 2002, among Allergan, Inc., as Borrower and
Guarantor, the Eligible Subsidiaries Referred to Therein, the
Banks Listed Therein, JPMorgan Chase Bank, as Administrative
Agent, Citicorp USA Inc., as Syndication Agent and Bank of
America, N.A., as Documentation Agent (incorporated by reference
to Exhibit 10.47 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 27, 2002)
10
.43
First Amendment to Credit
Agreement, dated as of October 30, 2002, among Allergan,
Inc., as Borrower and Guarantor, the Eligible Subsidiaries
Referred to Therein, the Banks Listed Therein, JPMorgan Chase
Bank, as Administrative Agent, Citicorp USA Inc., as Syndication
Agent and Bank of America, N.A., as Documentation Agent
(incorporated by reference to Exhibit 10.48 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended September 27, 2002)
10
.44
Second Amendment to Credit
Agreement, dated as of May 16, 2003, among Allergan, Inc.,
as Borrower and Guarantor, the Banks listed Therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Documentation
Agent (incorporated by reference to Exhibit 10.49 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 27, 2003)
10
.45
Third Amendment to Credit
Agreement, dated as of October 15, 2003, among Allergan,
Inc., as Borrower and Guarantor, the Banks Listed Therein,
JPMorgan Chase Bank, as Administrative Agent, Citicorp USA Inc.,
as Syndication Agent and Bank of America, N.A., as Documentation
Agent (incorporated by reference to Exhibit 10.54 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 26, 2003)
10
.46
Fourth Amendment to Credit
Agreement, dated as of May 26, 2004, among Allergan, Inc.,
as Borrower and Guarantor, the Banks Listed Therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Document Agent
(incorporated by reference to Exhibit 10.56 to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended June 25, 2004)
10
.47
Amended and Restated Credit
Agreement, dated as of March 31, 2006, among Allergan, Inc.
as Borrower and Guarantor, the Banks listed therein, JPMorgan
Chase Bank, as Administrative Agent, Citicorp USA Inc., as
Syndication Agent and Bank of America, N.A., as Document Agent
(incorporated by reference to Exhibit 10.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on April 4, 2006)
10
.48
Purchase Agreement, dated as of
April 6, 2006, among Allergan, Inc. and Banc of America
Securities LLC, Citigroup Global Markets Inc. and Morgan
Stanley & Co. Incorporated, as representatives of the
initial purchasers named therein, relating to the $750,000,000
1.50% Convertible Senior Notes due 2026 (incorporated by
reference to Exhibit 10.1 to Allergan, Inc.s Current
Report on
Form 8-K
filed on April 12, 2006)
10
.49
Purchase Agreement, dated as of
April 6, 2006, among Allergan, Inc. and Banc of America
Securities LLC, Citigroup Global Markets Inc., Goldman,
Sachs & Co. and Morgan Stanley & Co.
Incorporated, relating to the $800,000,000 5.75% Senior
Notes due 2016 (incorporated by reference to Exhibit 10.2
to Allergan, Inc.s Current Report on
Form 8-K
filed on April 12, 2006)
10
.50
Stock Sale and Purchase Agreement,
dated as of October 31, 2006, by and among Allergan, Inc.,
Allergan Holdings France, SAS, Waldemar Kita, the European
Pre-Floatation Fund II and the other minority stockholders
of Groupe Cornéal Laboratories and its subsidiaries
(incorporated by reference to Exhibit 10.1 to Allergan,
Inc.s Current Report on
Form 8-K
filed on November 2, 2006)
10
.51
Contribution and Distribution
Agreement, dated as of June 24, 2002, by and among
Allergan, Inc. and Advanced Medical Optics, Inc. (incorporated
by reference to Exhibit 10.35 to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.52
Transitional Services Agreement,
dated as of June 24, 2002, between Allergan, Inc. and
Advanced Medical Optics, Inc. (incorporated by reference to
Exhibit 10.36 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.53
Employee Matters Agreement, dated
as of June 24, 2002, between Allergan, Inc. and Advanced
Medical Optics, Inc. (incorporated by reference to
Exhibit 10.37 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.54
Tax Sharing Agreement, dated as of
June 24, 2002, between Allergan, Inc. and Advanced Medical
Optics, Inc. (incorporated by reference to Exhibit 10.38 to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended June 28, 2002)
Exhibit
10
.55
Manufacturing and Supply
Agreement, dated as of June 30, 2002, between Allergan,
Inc. and Advanced Medical Optics, Inc. (incorporated by
reference to Exhibit 10.39 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended June 28, 2002)
10
.56
Agreement and Plan of Merger,
dated as of December 20, 2005, by and among Allergan, Inc.,
Banner Acquisition, Inc., a wholly-owned subsidiary of Allergan,
and Inamed Corporation (incorporated by reference to
Exhibit 99.2 to Allergan, Inc.s Current Report on
Form 8-K
filed on December 13, 2005)
10
.57
Transition and General Release
Agreement, effective as of August 6, 2004, by and between
Allergan, Inc. and Lester J. Kaplan (incorporated by reference
to Exhibit 10.55 to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended March 26, 2004)
10
.58
Transfer Agent Services Agreement,
dated as of October 7, 2005, by and among Allergan, Inc.
and Wells Fargo Bank, National Association (incorporated by
reference to Exhibit 10.57 to Allergan, Inc.s Report
on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.59
Botox
®
China License Agreement, dated as of September 30, 2005, by
and among Allergan, Inc. Allergan Sales, LLC and Glaxo Group
Limited (incorporated by reference to Exhibit 10.51** to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.60
Botox
®
Japan License Agreement, dated as of September 30, 2005, by
and among Allergan, Inc. Allergan Sales, LLC and Glaxo Group
Limited (incorporated by reference to Exhibit 10.52** to
Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.61
Co-Promotion Agreement, dated as
of September 30, 2005, by and among Allergan, Inc.,
Allergan Sales, LLC and SmithKline Beecham Corporation d/b/a
GlaxoSmithKline (incorporated by reference to
Exhibit 10.53** to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.62
Botox
®
Global Strategic Support Agreement, dated as of
September 30, 2005, by and among Allergan, Inc., Allergan
Sales, LLC and Glaxo Group Limited (incorporated by reference to
Exhibit 10.54** to Allergan, Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.63
China
Botox
®
Supply Agreement, dated as of September 30, 2005, by and
among Allergan Sales, LLC and Glaxo Group Limited (incorporated
by reference to Exhibit 10.55** to Allergan, Inc.s
Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.64
Japan
Botox
®
Supply Agreement, dated as of September 30, 2005, by and
between Allergan Pharmaceuticals Ireland and Glaxo Group Limited
(incorporated by reference to Exhibit 10.56** to Allergan,
Inc.s Report on
Form 10-Q
for the Quarter ended September 30, 2005)
10
.65
Severance and General Release
Agreement between Allergan, Inc. and Roy J. Wilson, dated as of
October 6, 2006 (incorporated by reference to
Exhibit 10.1 to Allergan, Inc.s Current Report on
Form 8-K
filed on October 10, 2006)
21
List of Subsidiaries of Allergan,
Inc.
23
.1
Consent of Ernst & Young
LLP, independent registered public accounting firm
23
.2
Report and consent of KPMG LLP,
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
*
Management contract or compensatory plan or arrangement.
**
Confidential treatment was requested with respect to the omitted
portions of this Exhibit, which portions have been filed
separately with the Securities and Exchange Commission and which
portions were granted confidential treatment on
December 13, 2005.
All current directors and executive officers of Allergan, Inc.
have entered into the Indemnity Agreement with Allergan, Inc.
All vice president level employees, including executive
officers, of Allergan, Inc., grade level 11E and above,
hired before December 4, 2006, are eligible to be party to
the Allergan, Inc. Change in Control Agreement.
All employees of Allergan, Inc., grade level 11E and below,
hired after December 4, 2006, are eligible to be party to
the Allergan, Inc. Change in Control Agreement.
-1-
-2-
-3-
-4-
ALLERGAN, INC. | ||||||
|
||||||
|
By | |||||
|
||||||
|
David E.I. Pyott | |||||
|
Chairman of the Board and | |||||
|
Chief Executive Officer | |||||
|
||||||
INDEMNITEE | ||||||
|
||||||
Name |
-5-
|
EXHIBIT 10.2 |
2
3
4
5
6
7
8
9
10
|
(a) If to the Company: |
Allergan, Inc.
2525 Dupont Drive Irvine, California 92612 Attn: General Counsel |
||
|
||||
|
(b) If to Employee: |
«Home_Address»
«Home_Address» «City», «State» «Zipcode» |
11
|
ALLERGAN, INC. | |||||
|
||||||
|
By: |
Chairman of the Board and Chief Executive Officer |
||||
|
||||||
|
Employee |
12
|
EXHIBIT 10.3 |
2
3
4
5
6
7
8
9
10
|
(a) If to the Company: | Allergan, Inc. | ||
|
2525 Dupont Drive | |||
|
Irvine, California 92612 | |||
|
Attn: General Counsel | |||
|
||||
|
(b) If to Employee: | «Home_Address» | ||
|
«Home_Address» | |||
|
«City», «State» «Zipcode» |
11
|
ALLERGAN, INC. | |||||
|
By: | |||||
|
|
|||||
|
Chairman of the Board and | |||||
|
Chief Executive Officer | |||||
|
||||||
|
||||||
|
|
|||||
|
Employee |
12
| remove the effects of extraordinary, unusual or non-recurring items; | ||
| remove the effects of items that are outside the scope of the Companys core, on-going business activities; | ||
| remove the effects of accounting changes required by United States generally accepted accounting principles; | ||
| remove the effects of financing activities; | ||
| remove the effects of expenses for restructuring or productivity initiatives; | ||
| remove the effects of non-operating items; | ||
| remove the effects of spending for acquisitions; | ||
| remove the effects of divestitures; and | ||
| remove the effects of amortization of acquired intangible assets. |
2007 PERFORMANCE OBJECTIVES | ALLERGAN, INC. |
2007 PERFORMANCE OBJECTIVES | ALLERGAN, INC. |
% of Target | 2007 | % of Target | 2007 R&D | % of Target | |||||||||
Bonus | Revenue | Bonus | Reinvestment | Bonus | |||||||||
2007 Adjusted EPS | Amount | Growth | Amount | Rate | Amount | ||||||||
EPS Target $0.150
|
0.0% | 15.1% | 0.0% | 15.31% | 0.0% | ||||||||
EPS Target $0.120
|
50.0% | 16.1% | 2.0% | 15.56% | 2.0% | ||||||||
EPS Target $0.090
|
60.0% | 17.1% | 4.0% | 15.81% | 4.0% | ||||||||
EPS Target $0.060
|
70.0% | 18.1% | 6.0% | 16.06% | 6.0% | ||||||||
EPS Target $0.030
|
80.0% | 19.1% | 8.0% | 16.31% | 8.0% | ||||||||
EPS Target
|
90.0% | 20.1% | 10.0% | 16.56% | 10.0% | ||||||||
EPS Target + $0.025
|
95.0% | 21.1% | 13.8% | 16.81% | 13.8% | ||||||||
EPS Target + $0.050
|
100.0% | 22.1% | 17.5% | 17.06% | 17.5% | ||||||||
EPS Target + $0.075
|
105.0% | 23.1% | 21.3% | 17.31% | 21.3% | ||||||||
EPS Target + $0.100
|
110.0% | 24.1% | 25.0% | 17.56% | 25.0% |
u | Earnings Per Share (EPS) EPS is defined as adjusted net earnings from continuing operations as measured by Wall Street divided by the weighted average number of common and common equivalent shares on a diluted basis. | |
u | Revenue Growth in Local Currency Net sales stated in constant local currency compared to the prior year. Specifically defined as the percentage change in annual net sales in constant local currency from the previous fiscal year end to the current fiscal year end (Revenue Growth). The purpose of net sales stated in constant local currency is to remove any impact on net sales growth from changes in currency exchange rates from year to year. | |
u | Research and Development (R&D) Reinvestment Rate R&D expense as a percentage of revenue. Specifically defined as the total annual R&D expense as a percentage of annual net sales as of the current fiscal year end. | |
u | Operating Income Operating Income compared to budget will be considered for allocation of bonus pools by Business Unit/Function. Operating Income is defined as Net Sales minus Cost of Goods minus Selling and General Administrative expenses minus Research & Development minus allocated corporate interest where applicable. |
Page -1-
u | Earnings Per Share, Revenue Growth and R&D Reinvestment Rate |
R&D | TOTAL | |||||||||||||||||||||||
2007 EPS | BONUS % | REVENUE | BONUS % | REINVEST. | BONUS % | BONUS % OF | ||||||||||||||||||
RANGE | OF TARGET | GROWTH | OF TARGET | RATE | OF TARGET | TARGET | ||||||||||||||||||
-$0.150
|
0.0 | % | 15.1 | % | 0.0 | % | 15.31 | % | 0.0 | % | 0.0 | % | ||||||||||||
-$0.120
|
50.0 | % | 16.1 | % | 2.0 | % | 15.56 | % | 2.0 | % | 54.0 | % | ||||||||||||
-$0.090
|
60.0 | % | 17.1 | % | 4.0 | % | 15.81 | % | 4.0 | % | 68.0 | % | ||||||||||||
-$0.060
|
70.0 | % | 18.1 | % | 6.0 | % | 16.06 | % | 6.0 | % | 82.0 | % | ||||||||||||
-$0.03
|
80.0 | % | 19.1 | % | 8.0 | % | 16.31 | % | 8.0 | % | 96.0 | % | ||||||||||||
Target
|
90.0 | % | 20.1 | % | 10.0 | % | 16.56 | % | 10.0 | % | 110.0 | % | ||||||||||||
$0.025
|
95.0 | % | 21.1 | % | 13.8 | % | 16.81 | % | 13.8 | % | 122.5 | % | ||||||||||||
$0.050
|
100.0 | % | 22.1 | % | 17.5 | % | 17.06 | % | 17.5 | % | 135.0 | % | ||||||||||||
$0.075
|
105.0 | % | 23.1 | % | 21.3 | % | 17.31 | % | 21.3 | % | 147.5 | % | ||||||||||||
$0.100
|
110.0 | % | 24.1 | % | 25.0 | % | 17.56 | % | 25.0 | % | 160.0 | % |
Page -2-
u | Operating Income The target bonus pool determined by EPS, Revenue Growth and R&D Reinvestment Rate performance is modified for each business unit/function based on Operating Income results vs. budget. That is, a business unit that exceeds budget will receive a greater share of the total Company pool than a business unit that is below budget. |
| 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 |
Page -3-
| 100% of the EPS, Revenue Growth and R&D Reinvestment Rate targets or | ||
| the prorated actual year-to-date performance |
Page -4-
US | Intl | |||
Salary Grade | Target Bonus | Target Bonus | ||
7E
|
12% | 15% | ||
8E
|
17% | 20% | ||
9E
|
23% | 25% | ||
10E
|
25% | 30% | ||
11E
|
35% | 35% | ||
12E
|
35% | 40% | ||
13E
|
40% | 45% | ||
14E
|
50% | |||
15E
|
60% |
Page -5-
Page -6-
PLACE OF | ||||
INCORPORATION | ||||
TAB | NAME OF SUBSIDIARY | OR ORGANIZATION | ||
1.
|
Allergan Productos Farmaceuticos S.A. | Argentina | ||
2.
|
Allergan Australia Pty Limited | Australia | ||
3.
|
Inamed Pty Ltd. | Australia | ||
4.
|
Collagen Aesthetics Vertrieb | Austria | ||
5.
|
Allergan N.V. | Belgium | ||
6.
|
Collagen Aesthetics Benelux S.A. | Belgium | ||
7.
|
Allergan Holdings B, Ltd. | Bermuda | ||
8.
|
Allergan Produtos Farmacêuticos Ltda. | Brazil | ||
9.
|
Inamed do Brazil Ltda | Brazil | ||
10.
|
McGhan Do Brazil | Brazil | ||
11.
|
Allergan Inc. | Canada | ||
12.
|
CrownPharma Canada Inc. | Canada | ||
13.
|
Inamed Canada, Inc. | Canada | ||
14.
|
Allergan Pharmaceuticals Ireland | Cayman Islands | ||
15.
|
Allergan Holdings C, Ltd. | Cayman Islands | ||
16.
|
Allergan Laboratorios Limitada | Chile | ||
17.
|
Allergan de Colombia S.A. | Colombia | ||
18.
|
Inamed Costa Rica, S.A. | Costa Rica | ||
19.
|
Allergan A/S | Denmark | ||
20.
|
Allergan France S.A.S. | France | ||
21.
|
Allergan Holdings France SAS | France | ||
22.
|
Collagen Aesthetics France Sarl | France | ||
23.
|
Pharm-Allergan GmbH | Germany | ||
24.
|
Allergan Asia Limited | Hong Kong | ||
25.
|
Allergan India Private Limited* | India | ||
26.
|
Allergan Botox Limited | Ireland | ||
27.
|
Allergan Sales, Limited | Ireland | ||
28.
|
Allergan Services International, Limited | Ireland | ||
29.
|
Allergan Pharmaceuticals Holdings (Ireland) Limited | Ireland | ||
30.
|
McGhan Ltd. | Ireland | ||
31.
|
McGhan Ireland Holdings Ltd. | Ireland | ||
32.
|
Medisyn Technologies Limited | Ireland | ||
33.
|
BioEnterics Limited | Ireland | ||
34.
|
Chamfield Limited | Ireland | ||
35.
|
Collagen Aesthetics International Limited | Ireland | ||
36.
|
Allergan S.p.A. | Italy | ||
37.
|
Allergan K.K. | Japan | ||
38.
|
Allergan International YK | Japan | ||
39.
|
Allergan NK | Japan | ||
40.
|
Collagen KK | Japan | ||
41.
|
McGhan Medical Group | Japan | ||
42.
|
McGhan Medical Asia Pacific | Japan | ||
43.
|
Allergan Korea Ltd. | Korea | ||
44.
|
Collagen Luxemburg S.A. | Luxemburg | ||
45.
|
Allergan, S.A. de C.V. | Mexico | ||
46.
|
Allergan Servicios Profesionales, S. de R.L. de C.V. | Mexico | ||
47.
|
BioEnterics Latin America S.A. de C.V. | Mexico | ||
48.
|
McGhan Medical Mexico S.A. de C.V. | Mexico | ||
49.
|
Pharmac, S.A.M. | Monaco | ||
50.
|
Allergan B.V. | Netherlands | ||
51.
|
Allergan Services BV | Netherlands | ||
52.
|
Inamedical BV | Netherlands | ||
53.
|
McGhan Medical BV | Netherlands | ||
54.
|
Allergan Holdings BV | Netherlands Antilles | ||
55.
|
Allergan New Zealand Limited | New Zealand |
PLACE OF | ||||
INCORPORATION | ||||
TAB | NAME OF SUBSIDIARY | OR ORGANIZATION | ||
56.
|
Allergan AS | Norway | ||
57.
|
Allergan Singapore Pte. Ltd. | Singapore | ||
58.
|
Allergan Pharmaceuticals (Proprietary) Limited | South Africa | ||
59.
|
Allergan, S.A. | Spain | ||
60.
|
Allergan Norden AB | Sweden | ||
61.
|
Allergan AG | Switzerland | ||
62.
|
Allergan (Thailand) Ltd. | Thailand | ||
63.
|
Allergan Holdings Limited | United Kingdom | ||
64.
|
Allergan Limited | United Kingdom | ||
65.
|
Collagen Aesthetics (UK) Limited | United Kingdom | ||
66.
|
Inamed Aesthetics Limited | United Kingdom | ||
67.
|
McGhan Medical UK Limited | United Kingdom | ||
68.
|
Allergan Optical Irvine, Inc. | United States/CA | ||
69.
|
Allergan Sales Puerto Rico, Inc. | United States/CA | ||
70.
|
CUI Corporation | United States/CA | ||
71.
|
Herbert Laboratories | United States/CA | ||
72.
|
Inamed Development Company | United States/CA | ||
73.
|
Oculex Pharmaceuticals, Inc. | United States/CA | ||
74.
|
Silcone Engineering, Inc. | United States/CA | ||
75.
|
Allergan America, LLC | United States/DE | ||
76.
|
Allergan Holdings, Inc. | United States/DE | ||
77.
|
Allergan Puerto Rico Holdings, Inc. | United States/DE | ||
78.
|
Allergan Sales, LLC | United States/DE | ||
79.
|
Allergan Specialty Therapeutics, Inc. | United States/DE | ||
80.
|
Inamed, LLC | United States/DE | ||
81.
|
Inamed Corporation | United States/DE | ||
82.
|
Inamed International Corp. | United States/DE | ||
83.
|
Pacific Pharma, Inc. | United States/DE | ||
84.
|
Flowmatrix Corporation | United States/Nevada | ||
85.
|
TotalSkinCare.com Corporation | United Sates/Nevada | ||
86.
|
Allergan de Venezuela, S.A. | Venezuela |
/s/ Ernst & Young LLP | ||||
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/s/ DAVID E.I. PYOTT | |||
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||||
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David E.I. Pyott | |||
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Chairman of the Board and | |||
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Chief Executive Officer | |||
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(Principal Executive Officer) |
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/s/ JEFFREY L. EDWARDS | |||
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||||
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Jeffrey L. Edwards | |||
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Executive Vice President, Finance | |||
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and Business Development, Chief Financial Officer | |||
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(Principal Financial Officer) |
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/s/ DAVID E.I. PYOTT | |||
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||||
|
David E.I. Pyott | |||
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Chairman of the Board and | |||
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Chief Executive Officer | |||
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(Principal Executive Officer) |
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/s/ JEFFREY L. EDWARDS | |||
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||||
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Jeffrey L. Edwards | |||
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Executive Vice President, Finance | |||
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and Business Development, Chief Financial Officer | |||
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(Principal Financial Officer) |