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
Date of Report (Date of earliest event reported): February 15, 2011
WATSON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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001-13305
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95-3872914 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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311 Bonnie Circle
Corona, California
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92880 |
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(Zip Code) |
Registrant’s telephone number, including area code: (951) 493-5300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On February 15, 2011, Watson Pharmaceuticals, Inc. (the “Company”) issued a press release
reporting the financial results of the Company for the fourth quarter and year ended December 31,
2010, and providing a forecast of certain estimated financial metrics for 2011. A copy of the
Company’s press release is attached to this report as Exhibit 99.1 and incorporated herein by
reference.
Additionally, on February 15, 2011, the Company posted on its “Investors/Quarterly Results”
section of its Web site at http://www.watson.com, a tables showing adjustments to certain line items
of the Company’s Statement of Operations to reconcile U.S. generally accepted accounting principles
(“GAAP”) net income to Non-GAAP net income for the quarter and year ended December 31, 2010
and the year ended December 31, 2009. A copy
of these tables are attached to this report as Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4
and incorporated herein by reference.
Non-GAAP net income and earnings per share are supplemental measures of our performance that
are not required by, or presented in accordance with, GAAP. We define non-GAAP net income as net
income adjusted for amortization, acquisition and licensing charges, expenses associated with our
operational excellence/global supply chain initiative (including accelerated depreciation charges
associated therewith), legal settlements and certain special charges that are otherwise included in
GAAP net income, including loss (gain) on asset sales/impairment, loss (gain) on security sales and
impairment, loss on debt repurchases and income taxes. Non-GAAP earnings per share refers to
non-GAAP net income divided by the number of diluted shares outstanding.
In its press release and in the quarterly and full year reconciliation tables, the Company
discloses non-GAAP financial measures (as defined in Regulation G promulgated by the U. S.
Securities and Exchange Commission) that exclude certain significant charges or credits that are
important to an understanding of the Company’s ongoing operations. The Company believes that its
inclusion of non-GAAP financial measures provides useful supplementary information to and
facilitates analysis by investors in evaluating the Company’s performance and trends. The
determination of significant charges or credits may not be comparable to similar measures used by
other companies and may vary from period to period. The Company uses both GAAP financial measures
and the disclosed non-GAAP financial measures internally to evaluate and manage the Company’s
operations and to better understand its business. These non-GAAP financial measures are in
addition to, not a substitute for, or superior to, measures of financial performance prepared in
accordance with GAAP.
The information in this report (including the exhibits) is furnished pursuant to Item 2.02 and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d. Exhibits:
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99.1 |
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Press Release titled “Watson Fourth Quarter 2010 Net Revenue
Increases 21% to $953 Million” dated February 15, 2011. |
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99.2 |
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Table entitled “Statement of Operations GAAP to Non-GAAP Adjustments
by Line Item — October 1, 2010 — December 31, 2010.” |
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99.3 |
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Table entitled “Statement of Operations GAAP to Non-GAAP Adjustments
by Line Item — January 1, 2010 — December 31, 2010.” |
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99.4 |
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Table entitled “Statement of Operations GAAP to Non-GAAP Adjustments
by Line Item — January 1, 2009 — December 31, 2009.” |
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