Exhibit 99.3
 Unaudited Pro Forma Condensed Consolidated Financial Statements of Valeant Pharmaceuticals
International




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##### 



Valeant Pharmaceuticals International
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2007
 Year Ended December 31, 2007Pro FormaAs Reported
    
    
    Dow
    
    
    Adjustments
    
    
    Pro FormaRevenues:Product sales
    
    $
    610,080
    
    
    $
    
    
    
    $
    
    
    
    $
    610,080Alliance revenue (including ribavirin royalties)
    
    
    86,452
    
    
    
    15,389
    
    
    
    
    
    
    
    101,841Service revenue
    
    
    
    
    
    
    29,184
    
    
    
    
    
    
    
    29,184Total revenues
    
    
    696,532
    
    
    
    44,573
    
    
    
    
    
    
    
    741,105Costs and expenses:Cost of goods sold (excluding amortization)
    
    
    161,941
    
    
    
    
    
    
    
    
    
    
    
    161,941Cost of service revenue
    
    
    
    
    
    
    17,987
    
    
    
    
    
    
    
    17,987Selling, general and administrative
    
    
    293,551
    
    
    
    8,083
    
    
    
    
    
    
    
    301,634Research and development costs
    
    
    97,990
    
    
    
    23,396
    
    
    
    
    
    
    
    121,386Restructuring, asset impairments and dispositions
    
    
    27,675
    
    
    
    
    
    
    
    
    
    
    
    27,675Amortization expense
    
    
    55,986
    
    
    
    
    
    
    
    26,786
    (a)
    
    
    82,772Total costs and expenses
    
    
    637,143
    
    
    
    49,466
    
    
    
    26,786
    
    
    
    713,395Income (loss) from operations
    
    
    59,389
    
    
    
    (4,893
    )
    
    
    (26,786
    )
    
    
    27,710Other income, net including translation and exchange
    
    
    1,659
    
    
    
    1,772
    
    
    
    
    
    
    
    3,431Interest income
    
    
    17,583
    
    
    
    191
    
    
    
    (13,905
    ) (b)
    
    
    3,869Interest expense
    
    
    (42,922
    )
    
    
    (189
    )
    
    
    189
    (c)
    
    
    (42,922
    )Income (loss) from continuing operations before
income taxes and minority interest
    
    
    35,709
    
    
    
    (3,119
    )
    
    
    (40,502
    )
    
    
    (7,912
    )Provision for income taxes
    
    
    14,084
    
    
    
    1,668
    
    
    
    
    (d)
    
    
    15,752Minority interest, net
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Income (loss) from continuing operations
    
    $
    21,623
    
    
    $
    (4,787
    )
    
    $
    (40,502
    )
    
    $
    (23,666
    )Income per share from continuing operations:Basic
    
    $
    0.23
    
    
    
    
    
    
    
    
    
    
    $
    (0.25
    )Diluted
    
    $
    0.23
    
    
    
    
    
    
    
    
    
    
    $
    (0.25
    )Shares used in per share computations:Basic
    
    
    93,029
    
    
    
    
    
    
    
    
    
    
    
    93,029Diluted
    
    
    93,976
    
    
    
    
    
    
    
    
    
    
    
    93,029




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##### 



Valeant Pharmaceuticals International
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2008
 Nine Months Ended September 30, 2008Pro FormaAs Reported
    
    
    Dow
    
    
    Adjustments
    
    
    Pro FormaRevenues:Product sales
    
    $
    431,142
    
    
    $
    
    
    
    $
    
    
    
    $
    431,142Alliance revenue (including ribavirin royalties)
    
    
    42,821
    
    
    
    10,101
    
    
    
    
    
    
    
    52,922Service revenue
    
    
    
    
    
    
    28,676
    
    
    
    
    
    
    
    28,676Total revenues
    
    
    473,963
    
    
    
    38,777
    
    
    
    
    
    
    
    512,740Costs and expenses:Cost of goods sold (excluding amortization)
    
    
    126,327
    
    
    
    
    
    
    
    
    
    
    
    126,327Cost of service revenue
    
    
    
    
    
    
    20,314
    
    
    
    
    
    
    
    20,314Selling, general and administrative
    
    
    211,669
    
    
    
    7,225
    
    
    
    
    
    
    
    218,894Research and development costs
    
    
    75,100
    
    
    
    16,423
    
    
    
    
    
    
    
    91,523Restructuring, asset impairments and dispositions
    
    
    4,294
    
    
    
    
    
    
    
    
    
    
    
    4,294Amortization expense
    
    
    37,616
    
    
    
    
    
    
    
    20,090
    (e)
    
    
    57,706Total costs and expenses
    
    
    455,006
    
    
    
    43,962
    
    
    
    20,090
    
    
    
    519,058Income from operations
    
    
    18,957
    
    
    
    (5,185
    )
    
    
    (20,090
    )
    
    
    (6,318
    )Other income (loss), net including translation
and exchange
    
    
    (3,384
    )
    
    
    1,008
    
    
    
    
    
    
    
    (2,376
    )Loss on early extinguishment of debt
    
    
    (14,882
    )
    
    
    
    
    
    
    
    
    
    
    (14,882
    )Interest income
    
    
    13,026
    
    
    
    150
    
    
    
    (5,002
    ) (f)
    
    
    8,174Interest expense
    
    
    (25,585
    )
    
    
    (160
    )
    
    
    160
    (g)
    
    
    (25,585
    )Loss from continuing operations before
income taxes and minority interest
    
    
    (11,868
    )
    
    
    (4,187
    )
    
    
    (24,932
    )
    
    
    (40,987
    )Provision for income taxes
    
    
    33,727
    
    
    
    3,888
    
    
    
    
    (h)
    
    
    37,615Minority interest, net
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Loss from continuing operations
    
    $
    (45,600
    )
    
    $
    (8,075
    )
    
    $
    (24,932
    )
    
    $
    (78,607
    )Loss per share from continuing operations:Basic
    
    $
    (0.51
    )
    
    
    
    
    
    
    
    
    
    $
    (0.88
    )Diluted
    
    $
    (0.51
    )
    
    
    
    
    
    
    
    
    
    $
    (0.88
    )Shares used in per share computations:Basic
    
    
    89,123
    
    
    
    
    
    
    
    
    
    
    
    89,123Diluted
    
    
    89,123
    
    
    
    
    
    
    
    
    
    
    
    89,123




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##### 



Valeant Pharmaceuticals International
Unaudited Pro Forma Condensed Consolidated Balance
Sheet As of September 30, 2008
 Pro FormaAs Reported
    
    
    Dow
    
    
    Adjustments
    
    
    Pro FormaASSETSCurrent Assets:Cash and cash equivalents
    
    $
    521,263
    
    
    $
    4,164
    
    
    $
    (246,645
    ) (i)
    
    $
    278,782Marketable securities
    
    
    49,749
    
    
    
    10,534
    
    
    
    
    
    
    
    60,283Accounts receivable, net
    
    
    121,161
    
    
    
    8,237
    
    
    
    
    
    
    
    129,398Inventories, net
    
    
    73,478
    
    
    
    
    
    
    
    
    
    
    
    73,478Prepaid expenses and other current assets
    
    
    14,518
    
    
    
    1,089
    
    
    
    
    
    
    
    15,607Current deferred tax assets, net
    
    
    16,811
    
    
    
    
    
    
    
    
    
    
    
    16,811Income taxes
    
    
    15,350
    
    
    
    
    
    
    
    
    
    
    
    15,350Total current assets
    
    
    812,330
    
    
    
    24,024
    
    
    
    (246,645
    )
    
    
    589,709Property, plant and equipment, net
    
    
    103,279
    
    
    
    3,480
    
    
    
    
    
    
    
    106,759Deferred tax assets, net
    
    
    35,927
    
    
    
    
    
    
    
    
    
    
    
    35,927Goodwill
    
    
    76,798
    
    
    
    1,719
    
    
    
    (1,719
    ) (j)
    
    
    76,798Intangible assets, net
    
    
    214,761
    
    
    
    
    
    
    
    184,400
    (k)
    
    
    399,161Other assets
    
    
    32,032
    
    
    
    6,202
    
    
    
    
    
    
    
    38,234Total non-current assets
    
    
    462,797
    
    
    
    11,401
    
    
    
    182,681
    
    
    
    656,879$
    1,275,127
    
    
    $
    35,425
    
    
    $
    (63,964
    )
    
    $
    1,246,588LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Trade payables
    
    $
    55,732
    
    
    $
    884
    
    
    $
    
    
    
    $
    56,616Accrued liabilities
    
    
    133,848
    
    
    
    9,172
    
    
    
    41,402
    (l) (m)
    
    
    184,422Notes payable
    
    
    
    
    
    
    59
    
    
    
    (59
    ) (n)
    
    
    Deferred revenue
    
    
    
    
    
    
    5,185
    
    
    
    (1,215
    ) (o)
    
    
    3,970Income taxes payable
    
    
    20,532
    
    
    
    
    
    
    
    
    
    
    
    20,532Current deferred tax liabilities, net
    
    
    2,326
    
    
    
    
    
    
    
    
    
    
    
    2,326Total current liabilities
    
    
    212,438
    
    
    
    15,300
    
    
    
    40,128
    
    
    
    267,866Long-term debt, less current portion
    
    
    481,060
    
    
    
    161
    
    
    
    (161
    ) (n)
    
    
    481,060Deferred revenue
    
    
    
    
    
    
    6,045
    
    
    
    (3,301
    ) (o)
    
    
    2,744Deferred tax liabilities, net
    
    
    215
    
    
    
    
    
    
    
    
    
    
    
    215Liabilities for uncertain tax positions
    
    
    54,739
    
    
    
    
    
    
    
    
    
    
    
    54,739Other liabilities
    
    
    27,323
    
    
    
    
    
    
    
    99,089
    (p)
    
    
    126,412Total non-current liabilities
    
    
    563,337
    
    
    
    6,206
    
    
    
    95,627
    
    
    
    665,170Total liabilities
    
    
    775,775
    
    
    
    21,506
    
    
    
    135,755
    
    
    
    933,036Commitments and contingenciesRedeemable convertible preferred stock
    
    
    
    
    
    
    37,078
    
    
    
    (37,078
    ) (q)
    
    
    Stockholders Equity:Common stock
    
    
    859
    
    
    
    5
    
    
    
    (5
    ) (q)
    
    
    859Additional capital
    
    
    1,134,279
    
    
    
    
    
    
    
    
    
    
    
    1,134,279Accumulated deficit
    
    
    (718,025
    )
    
    
    (23,307
    )
    
    
    (162,493
    ) (q) (r)
    
    
    (903,825
    )Accumulated other comprehensive income
    
    
    82,239
    
    
    
    143
    
    
    
    (143
    ) (q)
    
    
    82,239Total stockholders equity (deficit)
    
    
    499,352
    
    
    
    (23,159
    )
    
    
    (162,641
    )
    
    
    313,552$
    1,275,127
    
    
    $
    35,425
    
    
    $
    (63,964
    )
    
    $
    1,246,588




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Valeant Pharmaceuticals International
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
 Note 1  Basis of Presentation




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Valeant Pharmaceuticals International
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements-(Continued)
 Accounting in a Business Combination for Deferred
Revenue of an Acquiree.
  Cash consideration paid or payable, net of cash acquired
    
    $
    283,894Conditional purchase consideration
    
    
    99,089Transaction costs
    
    
    5,381Total purchase price
    
    $
    388,364
  Current assets
    
    $
    19,860Property, plant and equipment
    
    
    3,480Other long-term assets
    
    
    6,202Identifiable intangible assets
    
    
    184,400In-process research and development
    
    
    185,800Current and long-term liabilities
    
    
    (11,378
    )Net assets acquired
    
    $
    388,364
 Note 2  Pro Forma Adjustments
 (a)
    
    Represents incremental amortization expense of $26.8 million for the identified
intangible assets for developed formulations, outlicensed technology and customer
relationships based upon the estimated fair value assigned to these assets at the date of
acquisition and useful lives preliminarily estimated to range from 3 to 11 years.(b)
    
    Reflects the reduction in Valeants interest income due to use of $242.5 million, net
of cash acquired, of Valeant cash used to fund the acquisition, assuming an interest rate
based upon Valeants historical average interest rate earned on cash of 5.7%. It also
reflects the reversal of Dows historical interest income of $0.2 million.(c)
    
    Reflects the elimination of Dows historical interest expense of $0.2 million on the
notes payable related to the Dow Employee Stock Ownership Plan and the accretion of Dows
historical redeemable convertible preferred stock.(d)
    
    Valeant has a full valuation allowance against deferred tax assets in the United States
resulting in no income tax effect for the benefit of Dows historical loss from continuing
operations or the pro forma adjustments.(e)
    
    Represents incremental amortization expense of $20.1 million for the identified
intangible assets for
developed formulations, outlicensed technology and customer relationships based upon the
estimated fair value assigned to these assets at the date of acquisition and useful
lives preliminarily estimated to range from 3 to 11 years.




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Valeant Pharmaceuticals International
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements-(Continued)
 (f)
    
    Reflects the reduction in Valeants interest income due to use of $242.5 million, net
of cash acquired, of Valeant cash used to fund the acquisition, assuming an interest rate
based upon Valeants historical average interest rate earned on cash of 2.7%. It also
reflects the reversal of Dows historical interest income of $0.1 million.(g)
    
    Reflects the elimination of Dows historical interest expense of $0.2 million on the
notes payable related to the Dow Employee Stock Ownership Plan and accretion on Dows
historical redeemable convertible preferred stock.(h)
    
    Valeant has a full valuation allowance against deferred tax assets in the United States
resulting in no income tax effect for the benefit of Dows historical loss from continuing
operations or the pro forma adjustments.(i)
    
    Reflects use of Valeants cash of $246.6 million used to fund the acquisition.(j)
    
    Reflects the elimination of Dows historical goodwill of $1.7 million.(k)
    
    Reflects $184.4 million of the Dow purchase price allocated to the fair value of
acquired intangibles.(l)
    
    Reflects accrued purchase consideration and other liabilities associated with the
transaction of $46.6 million.(m)
    
    Reflects the elimination of Dows historical $4.5 million dividends payable for
redeemable convertible preferred stock and $0.7 million of accrued incentives for Class A
common stockholders.(n)
    
    Reflects the elimination of Dows historical $0.1 million and $0.2 million of
short-term and long-term notes payable related to Dow Employee Stock Ownership Plan.(o)
    
    Reflects the elimination of $1.2 million and $3.3 million of Dows historical
short-term and long-term deferred revenue, respectively, for which no legal obligation
existed as of the acquisition date to provide goods, services or other consideration to
customers.(p)
    
    Reflects the conditional purchase consideration of $99.1 million which arose in the
acquisition because the fair value of the net assets acquired exceeded the agreed price.(q)
    
    Reflects the elimination of Dows historical redeemable convertible preferred stock of
$37.1 million, common stock of $0.005 million, accumulated deficit of $23.3 million and
accumulated other comprehensive income of $0.1 million.(r)
    
    Reflects $185.8 million of the Dow purchase price allocated to the fair value of the
in-process research and development assets acquired which were not yet complete and had no
future uses in their current state and would be charged to research and development costs
at the acquisition date.