Matthew J. Maletta
December 13, 2002
Mr. Jonathan G. Katz
Re: Conditions for Use of Non-GAAP Financial Measures (File No. S7-43-02)
Dear Mr. Katz:
Allergan, Inc., a Delaware corporation ("Allergan"), appreciates the opportunity to respond to the Securities and Exchange Commission (the "Commission") regarding the proposals set forth in Release No. 33-8145 and 34-46788 (the "Release"). Allergan is a publicly traded, specialty pharmaceutical company listed on the New York Stock Exchange under the symbol "AGN."
Allergan supports the Commission's efforts to improve the transparency and quality of public disclosures. Nevertheless, Allergan is concerned that certain aspects of the proposed Release will be counterproductive to investors' interests and will likely create, in many instances, less clarity and transparency. In particular, Allergan opposes prohibiting corporations from using non-GAAP earnings per share ("EPS") information in their earnings releases.
Allergan supports the Commission's proposal that any non-GAAP financial measure be reconciled with its comparable GAAP financial measure. Allergan also supports the Commission's proposal that the GAAP financial measure be presented with equal or greater prominence than the comparable non-GAAP financial measure. Indeed, Allergan already ensures in its earnings releases that GAAP financial measures are presented before non-GAAP financial measures and that non-GAAP financial measures are carefully and quantitatively reconciled with GAAP financial measures.
In our industry, analysts and investors appear most interested in the core EPS performance of our recurring pharmaceutical businesses, excluding extraordinary, non-recurring gains and losses ("Core EPS"). I maintain that Core EPS often provides the most meaningful reflection of a corporation's financial performance over quarterly and yearly periods. By analyzing this information, investors are better able to evaluate such performance without the one-time distortions to EPS associated with unusual product divestitures, spin-offs, acquisitions or other fundamental corporate transactions. So, for instance, after Allergan recently effected a spin-off to its stockholders of certain non-pharmaceutical businesses, we provided in subsequent earnings releases pro forma EPS comparing pharmaceutical-only performance in current periods with pharmaceutical-only performance in prior periods. Without the ability to reconcile and compare income statement line items and pro forma EPS, even the most sophisticated institutional investor would have had great difficulty understanding Allergan's underlying pharmaceutical-only and non-pharmaceutical financial performance.
We therefore recommend that the Commission's final rule (i) allow per share reporting of non-GAAP financial measures and (ii) require that both the numerator (the non-GAAP financial measure) and the denominator (the applicable diluted number of shares) in such reports be reconciled to GAAP net income and the number of diluted shares used to calculate GAAP net income per share. Our position agrees with the alternative suggested in "Questions regarding amendments to Item 10 of Regulation S-K, Item 10 of Regulation S-B and Form 20-F" of the Release.
Allergan thanks the Commission for the opportunity to comment on this proposal. Please contact me at (714) 246-5185 with any questions you may have regarding this letter.
Cc: David E.I. Pyott