UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 3, 2006
Date of Report (Date of Earliest Event Reported)
ALLERGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State of Incorporation)
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1-10269
(Commission File Number)
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95-1622442
(IRS Employer
Identification Number) |
2525 Dupont Drive
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
(714) 246-4500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2006, Allergan, Inc. (“Allergan”) issued a press release announcing operating
results for the first quarter ended March 31, 2006.
In its press release, Allergan included historical non-GAAP financial measures, as defined in
Regulation G promulgated by the SEC, with respect to the three month period ended March 31, 2006,
as well as the corresponding period for 2005. Allergan believes that its presentation of historical
non-GAAP financial measures provides useful supplementary information to investors. The
presentation of historical non-GAAP financial measures is not meant to be considered in isolation
from or as a substitute for results prepared in accordance with accounting principles generally
accepted in the United States.
In the press release, Allergan reported the non-GAAP financial measures “adjusted earnings” and
related “adjusted diluted earnings.” Allergan uses adjusted earnings to enhance the investor’s
overall understanding of the financial performance and prospects for the future of Allergan’s core
business activities. Specifically, Allergan believes that a report of adjusted earnings provides
consistency in its financial reporting and facilitates the comparison of results of core business
operations between its current, past and future periods. Adjusted earnings is one of the primary
indicators management uses for planning and forecasting in future periods. Allergan also uses
adjusted earnings for evaluating management performance for compensation purposes.
In the press release, Allergan also reported sales performance using the non-GAAP financial measures
of constant currency sales and adjusted total net sales. Constant currency sales represent current period reported sales
adjusted for the translation effect of changes in average foreign exchange rates between the
current period and the corresponding period in the prior year. Allergan calculates the currency
effect by comparing adjusted current period reported amounts, calculated using the monthly average
foreign exchange rates for the corresponding period in the prior year, to the actual current period
reported amounts. Management refers to growth rates at constant currency so that sales results can
be viewed without the impact of changing foreign currency exchange rates, thereby facilitating
period-to-period comparisons of Allergan’s sales. Generally, when the dollar either strengthens or
weakens against other currencies, the growth at constant currency rates will be higher or lower,
respectively, than growth reported at actual exchange rates. Adjusted total net sales
represents reported sales adjusted to exclude prior period net sales for Japan and other sales, primarily consisting of sales to
Advanced Medical Optics, Inc. (AMO) pursuant to a manufacturing and supply agreement entered into as
part of the AMO spin-off. This manufacturing and supply agreement
terminated in 2005. Allergan shifted to a third party license and
distribution business model for its operations in Japan in 2005 and
accordingly has recorded no current period product net sales for the
Japan operations. Allergan uses adjusted total
net sales to enhance the investor’s overall understanding
of the financial performance and prospects for the future of
Allergan’s core business activities. Specifically, Allergan
believes that a report of adjusted total net sales provides consistency in its financial reporting and facilitates the comparison
of net sales of core business operations between its current, past and future periods. Adjusted total net sales is one of the primary indicators
management uses for planning and forecasting in future periods.
Allergan also uses adjusted total net sales for evaluating management
performance for compensation purposes. Constant currency sales and adjusted total net sales as defined and
presented by Allergan may not be comparable to similar measures reported by other companies.
This information and the information contained in the press release shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in this Current Report is not incorporated by
reference into any filings of Allergan made under the Securities Act of 1933, as amended, whether
made before or after the date of this Current Report, regardless of any general incorporation
language in the filing unless specifically stated so therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Allergan, Inc. press release dated May 3, 2006.