PARSIPPANY, N.J., Nov. 1, 2012 /PRNewswire/ -- Watson Pharmaceuticals, Inc. (NYSE: WPI) today reported net income for the third quarter 2012 increased 24.2 percent to $172.3 million or $1.35 per diluted share on a non-GAAP basis, compared to $138.7 million or $1.09 per diluted share in the third quarter 2011. Non-GAAP net income for the third quarter 2012 included $6.7 million or $0.05 per share related to the favorable settlement of a tax audit and other tax benefits realized in the quarter. Net revenue increased 18.8 percent to $1.29 billion, compared to $1.08 billion in the third quarter 2011. On a GAAP basis, net income increased by $8.6 million or 13 percent to $76.7 million or $0.60 per diluted share compared to earnings of $68.1 million or $0.54 per diluted share in the third quarter 2011.

For the third quarter 2012, adjusted EBITDA increased 18 percent to $304.6 million, compared to $258.2 million in the third quarter 2011. Refer to the attached reconciliation tables for adjustments to GAAP earnings. Cash flow from operations was $145.9 million and cash and marketable securities were $234.4 million at September 30, 2012.

"Our third quarter 2012 double digit growth in global revenues, non-GAAP earnings and adjusted EBITDA represents another quarter of solid growth and strong execution at Watson," said Paul Bisaro, President and CEO. "We are very pleased that as we transition from Watson stand-alone to a larger company following the Actavis acquisition, we have demonstrated outstanding execution of our 2012 business plan. We delivered this performance while we simultaneously focused on integration planning and are now ready to capitalize on our objectives for uniting Watson and Actavis, and creating a larger, more powerful global competitor."

"During the quarter, Watson received a number of important FDA approvals including generic versions of Lidoderm(®), Arthrotec(®), Pulmicort Respules(®) and Watson's Next Choice((TM)) ONE DOSE. In addition, we launched an authorized generic version of Xopenex(®) inhalation solution during the quarter and filed a number of new ANDAs containing Paragraph IV patent challenges, including a first-to-file opportunity for a generic version of Xopenex(®) HFA, " Bisaro continued.

"On October 2(nd), we completed the remaining financing necessary to fund the acquisition of Actavis at very favorable interest rates. We have already announced our new global management structure for the combined company. While we celebrate our stand-alone achievements for the third quarter of 2012, we now transition our focus to the seamless execution of our integration strategies and on maximizing the value of this acquisition to achieve strong growth in 2013 and beyond," concluded Bisaro.


    Business Segment Results
                                                                                                                                                                                                                                                                                                                 
    Global Generics Segment Information
                                                                                                                                                                                                                                                                                                                 
                                                                                                        Three Months Ended                                                           Nine Months Ended
                                                                                                          September 30,                                                                September 30,
                                                                                                          -------------                                                                -------------
    (Unaudited; $ in millions)                                                                                                                                                   2012                                                  2011                                                     2012                                              2011
                                                                                                                                                                                 ----                                                  ----                                                     ----                                              ----
                                                                                                                                                                                                                                                                                                                 
    Product sales                                                                                                                                                              $912.5                                                $792.4                                                 $2,996.5                                          $2,158.8
    Other revenue                                                                                                                                                               8.4                                                  10.1                                                     35.5                                              36.1
                                                                                                                                                                                ---                                                  ----                                                     ----                                              ----
                            Net revenue                                                                                                920.9                                                     802.5                                                3,032.0                                           2,194.9
    Operating expenses:
                            Cost of sales                                                                                              487.5                                                     437.7                                                1,619.1                                           1,165.8
                            Research and development                                                                                    55.3                                                      54.6                                                  165.2                                             167.4
                            Selling and marketing                                                                                       51.9                                                      45.3                                                  152.0                                             113.5
                            ---------------
    Segment contribution                                                                                                                                                     $326.2                                                $264.9                                                 $1,095.7                                            $748.2
                                                                                                                                                                             ======                                                ======                                                 ========                                            ======
    Segment margin                                                                                                                                                             35.4%                                                 33.0%                                                    36.1%                                             34.1%
                                                                                                                                                                                                                                                                                                    
    Adjusted gross profit (1)                                                                                                                                                $434.8                                                $372.4                                                 $1,406.7                                          $1,037.5
    Adjusted gross margin                                                                                                                                                      47.2%                                                 46.5%                                                    46.6%                                             47.5%
                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                 
    (1)Adjusted gross profit represents adjusted net revenue less
    adjusted cost of sales and excludes amortization of acquired
    intangibles. Pro forma adjustments for the respective periods
    include the following:
                                                                                                                                                                                                                                                                                                                                                      
                             Settlement of contingent asset acquired as
                             part of a                                                                                 $                   -                                         $               -                                     $                -                                             $(7.4)
                            business acquisition (other revenue)
                             Net revenue from milestone related to
                             divested products                                                                                             -                                                      (2.4)                                                 (10.9)                                             (2.4)
                            Operational Excellence Initiative                                                                            1.4                                                       2.7                                                    4.7                                               8.2
                            Purchase accounting adjustments                                                                                -                                                       7.3                                                      -                                              10.0

Global Generics net revenue for the third quarter 2012 increased 15 percent to $920.9 million as a result of new product launches including the launch of a generic version of Lovenox(®) in January of 2012, a generic version of Vancocin(®) in April of 2012, an authorized generic version of Xopenex(® )in August of 2012, and higher international revenues. Third quarter 2012 international net revenue increased 37 percent to $198.1 million, when compared to the third quarter 2011. This increase was the result of the acquisition of Ascent in January of 2012 and higher sales in key markets including France, UK and Canada.

Global Generics R&D investment for the third quarter 2012 was $55.3 million. Global Generics selling and marketing expenses for the third quarter 2012 increased 15 percent to $51.9 million, primarily due to higher international selling and marketing expenses from the addition of Ascent.

Global Generics adjusted gross margin increased to 47.2 percent from 46.5 percent in the third quarter of 2011, as a result of higher share of profit from sales of the authorized generic version of Concerta(®).


                                                                                                                                                                                                                                                                                                 
    Global Brands Segment Information
                                                                                                                                                                                                                                                                                                 
                                                                                                 Three Months Ended                                Nine Months Ended
                                                                                                   September 30,                                     September 30,
                                                                                                   -------------                                     -------------
    (Unaudited; $ in millions)                                                                                            2012                                            2011                                                  2012                                            2011
                                                                                                                          ----                                            ----                                                  ----                                            ----
                                                                                                                                                                                                                                                                                                 
    Product sales                                                                                                       $105.2                                           $92.5                                                $299.0                                          $264.8
    Other revenue                                                                                                         16.1                                            17.8                                                  51.2                                            55.3
                                                                                                                        ----                                            ----                                                  ----                                            ----
                            Net revenue                                         121.3                                               110.3                                                 350.2                                           320.1
    Operating expenses:
                            Cost of sales                                        30.3                                                25.4                                                  84.8                                            68.3
                            Research and development                             57.2                                                18.8                                                 115.5                                            60.8
                            Selling and marketing                                40.0                                                40.8                                                 130.2                                           122.1
                            ---------------
    Segment contribution                                                                                               $(6.2)                                          $25.3                                                 $19.7                                           $68.9
                                                                                                                       =====                                           =====                                                 =====                                           =====
    Segment margin                                                                                                     (5.1)%                                           22.9%                                                  5.6%                                           21.5%
                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                 
    Adjusted gross profit (1)                                                                                          $91.0                                           $85.5                                                $265.4                                          $252.4
    Adjusted gross margin                                                                                               75.0%                                           77.5%                                                 75.8%                                           78.9%
                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                 
    (1)Adjusted gross profit represents net revenue less
    adjusted cost of sales and excludes amortization of
    acquired intangibles. Pro forma adjustments for the
    respective periods include the following:
                             Acquisition and
                             licensing                           $                  -                                                $0.6                                     $               -                                            $0.6

Global Brands net revenue increased 10 percent to $121.3 million in the third quarter 2012, primarily the result of continued growth of our promoted products including Generess(®) Fe, Crinone(®) and Rapaflo(®). In addition, the establishment of our business in Canada also contributed to the revenue increase when compared to the third quarter 2011.

Global Brands R&D investment increased $38.4 million to $57.2 million in the third quarter 2012 compared to the third quarter 2011. The increase was primarily due to higher upfront and third party development milestone costs for biosimilars in our Global Brands segment, including in-licensing costs associated with the agreement with Synthon for a biosimilar to Herceptin, which we contributed to our biosimilars collaboration with Amgen. Global Brands selling and marketing expenses of $40.0 million in the third quarter of 2012 decreased by 2 percent relative to the prior year period.

Global Brands adjusted gross margin for the third quarter of 2012 was 75.0 percent, compared to 77.5 percent for third quarter of 2011 as a result of increased manufacturing costs and a more favorable product mix in the prior year period.


                                                                                                                                                                                                                                                           
    Distribution Segment Information
                                                                                                                                                                                                                                                           
                                                                  Three Months Ended                                Nine Months Ended
                                                                    September 30,                                     September 30,
                                                                    -------------                                     -------------
    (Unaudited; $ in millions)                                                           2012                                            2011                                            2012                                            2011
                                                                                         ----                                            ----                                            ----                                            ----
                                                                                                                                                                                                                                                           
    Net revenue                                                                        $243.0                                          $168.8                                          $782.5                                          $524.8
    Operating expenses:
                            Cost of sales        206.3                                               140.1                                           678.5                                           438.1
                             Selling and
                             marketing            22.8                                                18.3                                            68.5                                            56.4
                            ------------
    Segment contribution                                                                $13.9                                           $10.4                                           $35.5                                           $30.3
                                                                                        =====                                           =====                                           =====                                           =====
    Segment margin                                                                        5.7%                                            6.2%                                            4.5%                                            5.8%
                                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                                           
    Gross profit                                                                        $36.7                                           $28.7                                          $104.0                                           $86.7
    Gross margin                                                                         15.1%                                           17.0%                                           13.3%                                           16.5%

Distribution segment net revenue increased 44 percent to $243.0 million for the third quarter 2012 compared to $168.8 million in the third quarter 2011. The increase was related to new third-party product launches during the third quarter. Distribution revenue consists only of sales of third-party products and excludes sales of Watson's brand and generic products.

Selling and marketing expenses increased $4.5 million to $22.8 million, as a result of higher freight costs and expenses associated with relocating our Groveport, Ohio distribution operations to our Olive Branch, Mississippi facility and higher sales related expenses. Distribution segment gross margin decreased 1.9 percentage points to 15.1 percent in the third quarter 2012 as a result of higher sales to chain customers at lower margins.

Other Operating Expenses

Consolidated general and administrative expenses were $110.1 million in the third quarter 2012, an increase of 29.2 percent from the third quarter 2011. The increase was due to costs associated with the pending acquisition of Actavis, the addition of Ascent and higher legal expenses. Amortization expense for the third quarter 2012 was $95.2 million, compared to $71.8 million in third quarter 2011. The increase was due to the amortization of levalbuterol product rights acquired in the Arrow acquisition and product rights acquired in the Ascent acquisition.

2012 Financial Outlook*

Watson's estimates include the Actavis business as of November 1, 2012. Estimates are based on actual results for the first nine months of 2012 and management's current belief about prescription trends, pricing levels, inventory levels and the anticipated timing of future product launches and events.

Watson estimates total net revenue for 2012 will be approximately $5.9 billion.


    --  Adjusted non-GAAP earnings for 2012 are expected to be between $5.85 and
        $5.95 per diluted share.
    --  Adjusted EBITDA for 2012 is expected to be between $1.36 and $1.39
        billion.

2013 Financial Outlook*

Based on preliminary estimates Watson expects full year 2013 non-GAAP earnings per share will grow between 30 percent and 40 percent over the high-end of our estimated combined range for 2012.

*Includes an additional 5.5 million shares as of the acquisition close on November 1, 2012.

Webcast and Conference Call Details

Watson will host a conference call and webcast today at 8:30 a.m. Eastern Time to discuss third quarter 2012 results, the outlook for 2012 and 2013 and recent corporate developments. The dial-in number to access the call is (877) 251-7980, or from international locations, (706) 643-1573. The Conference ID is 37197625.

A taped replay of the conference call will also be available beginning approximately two hours after the call's conclusion and will remain available through 12:00 midnight Eastern Time on November 15, 2012. The replay may be accessed by dialing (855) 859-2056 and entering the same Conference ID above. From international locations, the replay may be accessed by dialing (404) 537-3406. To access the webcast, go to Watson's Investor Relations Web site at http://ir.watson.com.

About Watson Pharmaceuticals, Inc.

Watson Pharmaceuticals, Inc. (NYSE: WPI) is a global, integrated specialty pharmaceutical company focused on developing, manufacturing and distributing generic, brand and biosimilar products. The Company has global and U.S. headquarters in Parsippany, New Jersey, USA, and international headquarters in Zug, Switzerland.

Watson is the world's third-largest generics manufacturer, with more than 750 products marketed globally through operations in more than 60 countries. Watson's global branded pharmaceutical business develops and markets products principally in Urology and Women's Health, and is committed to developing and marketing biosimilars products in Women's Health, Oncology and other therapeutic categories. In addition, Watson is the fourth-largest U.S. generic pharmaceutical product distributor through its Anda, Inc. business, and also develops and out-licenses generic pharmaceutical products outside of the U.S. through its Medis third-party business.

For press release and other company information, visit Watson Pharmaceuticals' Web site at http://www.watson.com.

Forward-Looking Statement

Statements contained in this press release that refer to Watson's estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect Watson's current perspective of existing trends and information as of the date of this release. For instance, any statements in this press release concerning prospects related to Watson's strategic initiatives, product introductions and anticipated financial performance are forward-looking statements. It is important to note that Watson's goals and expectations are not predictions of actual performance. Watson's performance, at times, will differ from its goals and expectations. Actual results may differ materially from Watson's current expectations depending upon a number of factors affecting Watson's business. These factors include, among others, the inherent uncertainty associated with financial projections; successful integration of the Actavis acquisition and the ability to recognize the anticipated synergies and benefits of the Actavis acquisition; the difficulty of predicting the timing and outcome of pending or future litigation and government investigations and risks that an adverse outcome in such litigation or investigations could render Watson liable for substantial damages or penalties; risks that resolution of patent infringement litigation through settlement could result in investigations or actions by private parties or government authorities or agencies; the impact of competitive products and pricing; risks related to fluctuations in foreign currency exchange rates; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions if any; risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; market acceptance of and continued demand for Watson's products; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Watson's facilities, products and/or businesses; changes in the laws and regulations, including Medicare, Medicaid, and similar laws in foreign countries affecting, among other things, pricing and reimbursement of pharmaceutical products and the settlement of patent litigation; and such other risks and uncertainties detailed in Watson's periodic public filings with the Securities and Exchange Commission, including but not limited to Watson's Annual Report on Form 10-K for the year ended December 31, 2011 and Watson's Quarterly Report on Form 10-Q for the period June 30, 2012. Except as expressly required by law, Watson disclaims any intent or obligation to update these forward-looking statements.

All trademarks are the property of their respective owners.

The following table presents Watson's results of operations for the three and nine months ended
September 30, 2012 and 2011:

                                                                                                                                                                                                                                                             Table 1
                                                                                                                                        WATSON PHARMACEUTICALS, INC.
                                                                                                                              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                             (Unaudited; in millions, except per share amounts)
                                                                                                                                                                                                                                                                                                       
                                                                                                         Three Months Ended                                    Nine Months Ended
                                                                                                            September 30,                                        September 30,
                                                                                                            -------------                                        -------------
                                                                                                                                  2012                                                 2011                                                 2012                                                 2011
                                                                                                                                  ----                                                 ----                                                 ----                                                 ----
    Net revenues                                                                                                                $1,285.2                                             $1,081.6                                             $4,164.7                                             $3,039.8
                                                                                                                              --------                                             --------                                             --------                                             --------
                                                                                                                                                                                                                                                             
    Operating expenses:
                         Cost of sales (excludes
                         amortization, presented
                         below)                                                                                                  724.1                                                603.2                                              2,382.4                                              1,672.2
                        Research and development                                                                                 112.5                                                 73.4                                                280.7                                                228.2
                         Selling, general and
                         administrative                                                                                          224.8                                                189.6                                                747.0                                                541.9
                        Amortization                                                                                              95.2                                                 71.8                                                332.9                                                203.0
                         Loss on asset sales and
                         impairments, net                                                                                         39.6                                                  3.8                                                119.6                                                 25.6
                        Total operating expenses                                                                               1,196.2                                                941.8                                              3,862.6                                              2,670.9
                                                                                                                               -------                                                -----                                              -------                                              -------
    Operating income                                                                                                              89.0                                                139.8                                                302.1                                                368.9
                                                                                                                                  ----                                                -----                                                -----                                                -----
                                                                                                                                                                                                                                                                                                       
    Non-operating income (expense):
                        Interest income                                                                                            0.4                                                  0.3                                                  1.3                                                  1.6
                        Interest expense                                                                                         (19.4)                                               (24.4)                                               (62.1)                                               (69.1)
                         Other income (expense),
                         net                                                                                                      41.7                                                  2.9                                               (113.4)                                                (1.1)
                        Total other income (expense), net                                                                         22.7                                                (21.2)                                              (174.2)                                               (68.6)
                                                                                                                                  ----                                                -----                                               ------                                                -----
    Income before income taxes and noncontrolling interest                                                                       111.7                                                118.6                                                127.9                                                300.3
    Provision for income taxes                                                                                                    35.0                                                 50.9                                                 58.6                                                135.4
                                                                                                                                  ----                                                 ----                                                 ----                                                -----
    Net income                                                                                                                    76.7                                                 67.7                                                 69.3                                                164.9
                         Loss attributable to
                         noncontrolling interest                                                                                     -                                                  0.4                                                    -                                                  1.2
    Net income attributable to common shareholders                                                                               $76.7                                                $68.1                                                $69.3                                               $166.1
                                                                                                                                 =====                                                =====                                                =====                                               ======
                                                                                                                                                                                                                                                                                                       
    Earnings per share attributable to common shareholders:
                        Basic                                                                                                    $0.61                                                $0.55                                                $0.55                                                $1.34
                                                                                                                                                                                                                                                             
                        Diluted                                                                                                  $0.60                                                $0.54                                                $0.54                                                $1.31
                                                                                                                                                                                                                                                             
                                                                                                                                                                                                                                                                                                       
    Weighted average shares outstanding:
                        Basic                                                                                                    126.0                                                124.9                                                125.7                                                124.4
                                                                                                                                                                                                                                                             
                        Diluted                                                                                                  128.0                                                126.9                                                127.6                                                126.4

The following table presents Watson's Condensed Consolidated Balance Sheet at September 30, 2012 and December 31, 2011.


                                                                                                 Table 2
                                                        WATSON PHARMACEUTICALS, INC.
                                                   CONDENSED CONSOLIDATED  BALANCE SHEETS
                                                          (Unaudited; in millions)
                                                                September 30,                                December 31,
                                                                                  2012                                           2011
                                                                                  ----                                           ----
                                                                                                                                       
                                                                                                                                       
    Assets
                      Cash and
                      cash
                      equivalents                                               $222.0                                         $209.3
                      Marketable
                      securities                                                  12.4                                           14.9
                      Accounts
                      receivable,
                      net                                                        924.8                                        1,165.7
                      Inventories,
                      net                                                        885.1                                          889.4
                      Other
                      current
                      assets                                                     397.2                                          290.4
                      Property and
                      equipment,
                      net                                                        708.0                                          713.7
                      Investments
                      and other
                      assets                                                      99.7                                           93.0
                      Product
                      rights and
                      other
                      intangibles,
                      net                                                      1,392.0                                        1,613.6
                     Goodwill                                                  1,924.8                                        1,708.3
                     Total assets                                             $6,566.0                                       $6,698.3
                                                                              ========                                       ========
                                                                                                                                       
    Liabilities & Equity
                      Current
                      liabilities                                             $1,555.6                                       $1,839.5
                      Long-term
                      debt                                                     1,023.8                                          848.5
                      Deferred
                      income
                      taxes and
                      other
                      liabilities                                                296.7                                          447.8
                     Total equity                                              3,689.9                                        3,562.5
                                                                                                 
                      Total liabilities and
                      equity                                                  $6,566.0                                       $6,698.3
                                                                              ========                                       ========

The following table presents Watson's Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011.


                                                 WATSON PHARMACEUTICALS, INC.                                                 Table 3
                                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (Unaudited; in millions)
                                                                                                        Nine Months Ended
                                                                                                          September 30,
                                                                                                          -------------
                                                                                                             2012                        2011
                                                                                                             ----                        ----
                                                                                                                                               
    Cash Flows From Operating Activities:
    Net income                                                                             $69.3                      $164.9
                                                                                           -----                      ------
    Reconciliation to net cash provided by operating
     activities:
                                                      Depreciation                                           60.7                        70.4
                                                      Amortization                                          333.0                       203.0
                                                       Provision for
                                                       inventory
                                                       reserve                                               37.1                        38.3
                                                       Share-based
                                                       compensation                                          34.6                        25.6
                                                       Deferred income
                                                       tax benefit                                         (124.1)                      (51.2)
                                                       Losses on equity
                                                       method
                                                       investments                                            0.2                         5.7
                                                       (Gain) loss on
                                                       sale of
                                                       securities                                               -                        (0.8)
                                                       Loss on asset
                                                       sales and
                                                       impairment, net                                      141.0                        25.6
                                                       Loss on foreign
                                                       exchange
                                                       derivatives                                           90.0                           -
                                                       Amortization of
                                                       deferred
                                                       financing costs                                       24.3                           -
                                                       Increase in
                                                       allowance for
                                                       doubtful
                                                       accounts                                               2.4                           -
                                                       Accretion of
                                                       preferred stock
                                                       and contingent
                                                       consideration
                                                       obligations                                           20.3                        35.9
                                                       Contingent
                                                       consideration
                                                       fair value
                                                       adjustment                                           (21.3)                          -
                                                       Excess tax
                                                       benefit from
                                                       stock-based
                                                       compensation                                         (12.6)                      (13.7)
                                                      Other, net                                              2.5                        (0.1)
                                                       Changes in
                                                       assets and
                                                       liabilities
                                                       (net of effects
                                                       of
                                                       acquisitions):
                                                      Accounts receivable, net                              265.0                      (121.0)
                                                      Inventories                                            (4.3)                      (61.2)
                                                       Prepaid expenses and other
                                                       current assets                                       (19.9)                       21.4
                                                       Accounts payable and accrued
                                                       expenses                                            (303.0)                       98.5
                                                      Deferred revenue                                       (7.7)                       (7.1)
                                                      Income and other taxes payable                       (143.6)                      (15.4)
                                                      Other assets and liabilities                            2.1                        (8.6)
                                                      Total adjustments                                     376.7                       245.3
                                                                                                            -----                       -----
                                                       Net cash provided by operating
                                                       activities                                           446.0                       410.2
                                                                                                            -----                       -----
    Cash Flows From Investing Activities:
    Additions to property and equipment                                                                     (93.3)                      (87.9)
    Additions to product rights and other intangibles                                                        (5.9)                      (17.7)
    Proceeds from sales of property and equipment                                                             7.7                         6.4
    Proceeds from sales of marketable securities and
     other investments                                                                                        8.8                         3.9
    Additions to investments                                                                                 (5.3)                       (2.6)
    Acquisition of business, net of cash acquired                                                          (383.5)                     (571.6)
    Other investing activities, net                                                            -                         0.6
                                                       Net cash used in investing
                                                       activities                                          (471.5)                     (668.9)
                                                                                                           ------                      ------
    Cash Flows From Financing Activities:
    Proceeds from borrowings on credit facility                                                             375.0                       400.0
    Debt issuance costs                                                                                     (34.1)                          -
    Principal payments on debt                                                                             (201.7)                     (303.8)
    Proceeds from stock plans                                                                                17.1                        53.6
    Payment of contingent consideration                                                                    (107.2)                       (4.5)
    Repurchase of common stock                                                                              (15.4)                      (13.6)
    Acquisition of noncontrolling interest                                                                   (4.5)                       (5.5)
    Excess tax benefit from stock-based compensation                                                         12.6                        13.7
                                                       Net cash provided by financing
                                                       activities                                            41.8                       139.9
                                                                                                             ----                       -----
    Effect of currency exchange rate changes on cash
     and cash equivalents                                                                                    (3.6)                       (0.7)
                                                                                                             ----                        ----
                                                       Net (decrease) increase in
                                                       cash and cash equivalents                             12.7                      (119.5)
    Cash and cash equivalents at beginning of period                                                        209.3                       282.8
    Cash and cash equivalents at end of period                                            $222.0                      $163.3
                                                                                          ======                      ======

The following table presents a reconciliation of reported net income and diluted earnings per share to non-GAAP net income for the three and nine months ended September 30, 2012 and 2011:


                                                                                                                                                         Table 4
                                                                                 Watson Pharmaceuticals, Inc.
                                                                                     Reconciliation Table
                                                                       (Unaudited; in millions except per share amounts)

                                                                         Three Months Ended                            Nine Months Ended
                                                                           September 30,                                 September 30,
                                                                           -------------                                 -------------
                                                                                               2012                                       2011     2012     2011
                                                                                               ----                                       ----     ----     ----


    GAAP to non-GAAP net income calculation

                 Reported GAAP net income attributable to                                   $76.7                                      $68.1    $69.3   $166.1
                   common shareholders
                 Adjusted for:
                          Amortization                                                       95.4                                       72.0    333.5    204.0
                          Global supply chain initiative(1)                                   1.8                                        3.3      6.8     15.1
                          Acquisition and licensing charges                                   5.6                                        9.5    216.7     22.9
                          Interest accretion on contingent liabilities                        5.5                                       10.8     20.7     29.7
                          Non-cash impairment/asset sales                                    39.6                                        3.8    119.6     25.6
                          Non-recurring (gains) losses                                        0.1                                       (5.1)   (15.3)   (12.2)
                          Legal settlements                                                   0.6                                          -     60.4        -
                          Income taxes on items above                                       (53.0)                                     (23.7)  (249.2)   (72.7)

                 Non-GAAP net income attributable to                                       $172.3                                     $138.7   $562.5   $378.5
                   common shareholders


    Diluted earnings per share

                 Diluted earnings per share - GAAP                                          $0.60                                      $0.54    $0.54    $1.31


                 Diluted earnings per share - Non-GAAP                                      $1.35                                      $1.09    $4.41    $2.99


                 Basic weighted average common shares outstanding                           126.0                                      124.9    125.7    124.4
                 Effect of dilutive securities:
                    Dilutive share-based compensation arrangements                            2.0                                        2.0      1.9      2.0

                 Diluted weighted average common shares outstanding                         128.0                                      126.9    127.6    126.4



            (1)  Includes accelerated depreciation charges.

The following table presents a reconciliation of reported net income for the three and nine months ended September 30, 2012 and 2011 to adjusted EBITDA:


                                                                                                                                                                                            Table 5
                              Watson Pharmaceuticals, Inc.
                          Adjusted EBITDA Reconciliation Table
                                (Unaudited; in millions)

                                                                                                                                            Three Months Ended           Nine Months Ended
                                                                                                                                              September 30,                September 30,
                                                                                                                                              -------------                -------------
                                                                                                                                                2012               2011               2012           2011
                                                                                                                                                ----               ----               ----           ----



    GAAP net income attributable to common shareholders                                                                               $76.7    $68.1              $69.3             $166.1
    Plus:
                                                                                    Interest expense                                            19.4               24.4               62.1           69.1
                                                                                    Interest income                                             (0.4)              (0.3)              (1.3)          (1.6)
                                                                                    Provision for income taxes                                  35.0               50.9               58.6          135.4
                                                                                    Depreciation (includes accelerated depreciation)            20.2               23.6               60.7           72.3
                                                                                    Amortization(1)                                             95.4               72.0              333.5          204.0
    EBITDA                                                                                                                                     246.3              238.7              582.9          645.3
                                                                                                                                               -----              -----              -----          -----
    Adjusted for:
                                                                                    Global supply chain initiative                               1.9                2.3                6.0           10.7
                                                                                    Acquisition and licensing charges                            5.4                9.5              216.3           22.9
                                                                                    Non-cash impairment charges                                 39.6                3.8              119.6           25.6
                                                                                    Non-recurring (gains) losses                                 0.1               (5.1)             (15.3)         (12.2)
                                                                                    Legal settlements                                            0.6                  -               60.4              -
                                                                                    Accretion (income) expense                                     -               (0.2)               0.4           (0.2)
                                                                                    Share-based compensation                                    10.7                9.2               34.6           25.4
    Adjusted EBITDA                                                                                                                  $304.6   $258.2           $1,004.9             $717.5
                                                                                                                                     ======   ======           ========             ======



    (1) Includes amortization of excess purchase price on equity method investment.

The following table presents a reconciliation of forecasted net income for the twelve months ending December 31, 2012 to non-GAAP net income and non-GAAP earnings per diluted share:

                                                                                                    Table 6
                                               Watson Pharmaceuticals, Inc.
                          Reconciliation Table - Forecasted Non-GAAP Earnings Per Diluted Share
                                    (Unaudited; in millions except per share amounts)

                                                                      Forecast for Twelve
                                                                            Months
                                                                      Ending December 31,
                                                                              2012
                                                                     -------------------
                                                                             Low                High
                                                                             ---                ----


    GAAP to Non-GAAP net
     income calculation

               GAAP net income                                                        $85              $105
               Adjusted for:
                        Amortization                                                  490               490
                        Global supply chain initiative                                 10                10
                        Acquisition and licensing
                         charges                                                      355               355
                        Interest accretion on contingent
                         liability                                                     25                25
                        Non-cash impairment charges                                   120               120
                        Non-recurring (gains) losses                                 (158)             (158)
                        Legal settlements                                              60                60
                        Income taxes on items above                                  (234)             (241)
               Adjusted Non-GAAP net income                                           753               766


    Diluted earnings per share

                Diluted earnings per share -
                GAAP                                                                $0.66             $0.82


                Diluted earnings per share -
                Non-GAAP                                                            $5.85             $5.95


                Diluted weighted average common
                shares outstanding                                                  128.7             128.7

The reconciliation table is based in part on management's estimate of non-GAAP net income for the year ending December 31, 2012. Watson expects certain known GAAP charges for 2012, as presented in the schedule above. Other GAAP charges that may be excluded from non-GAAP net income are possible, but their amounts are dependent on numerous factors that we currently cannot ascertain with sufficient certainty or are presently unknown. These GAAP charges are dependent upon future events and valuations that have not yet been performed.

The following table presents a reconciliation of forecasted net income for the twelve months ending December 31, 2012 to adjusted EBITDA:


                                                                                             Table 7
                                          Watson Pharmaceuticals, Inc.
                                Reconciliation Table - Forecasted Adjusted EBITDA
                                            (Unaudited; in millions)

                                                             Forecast for Twelve
                                                                    Months
                                                             Ending December 31,
                                                                     2012
                                                            --------------------
                                                                     Low                      High
                                                                     ---                      ----


     GAAP net income                                 $85                                $105
     Plus:
                     Interest expense                                          120                    120
                     Interest income                                            (2)                    (2)
                     Provision for income taxes                                144                    149
                      Depreciation (includes accelerated
                      depreciation)                                            100                    105
                     Amortization                                              485                    490
     EBITDA                                          932                                 967
                                                     ---                                 ---
     Adjusted for:
                     Global supply chain initiative                              8                      8
                     Acquisition and licensing charges                         353                    353
                     Non-cash impairment charges                               120                    120
                     Non-recurring (gains) losses                             (158)                  (158)
                     Legal settlements                                          60                     60
                     Share-based compensation                                   45                     45


     Adjusted EBITDA                            $1,360.0                            $1,395.0
                                                ========                            ========

The reconciliation table is based in part on management's estimate of adjusted EBITDA for the year ending December 31, 2012. Watson expects certain known GAAP charges for 2012, as presented in the schedule above. Other GAAP charges that may be excluded from estimated EBITDA are possible, but their amounts are dependent on numerous factors that we currently cannot ascertain with sufficient certainty or are presently unknown. These GAAP charges are dependent upon future events and valuations that have not yet been performed.

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Investors:
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SOURCE Watson Pharmaceuticals, Inc.