##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-9860
 
 Barr Pharmaceuticals, Inc.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    42-1612474(State or Other Jurisdiction of
    
    (I.R.S.  EmployerIncorporation or Organization)
    
    Identification No.)400 Chestnut Ridge RoadWoodcliff Lake, New Jersey
    
    07677-7668(Address of principal executive offices)
    
    (Zip Code)
 201-930-3300
(Registrants telephone number)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registered:Common Stock, Par Value $0.01
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 þ o
 o þ
 þ o
 o
  þ o o
 o þ




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##### 



BARR PHARMACEUTICALS, INC.
 INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2006
 PagePARTIItem 1: Business
    
    3Item 1A: Risk Factors
    
    29Item 1B: Unresolved Staff Comments
    
    34Item 2: Properties
    
    35Item 3: Legal Proceedings
    
    36Item 4: Submission of Matters to a Vote of Security Holders
    
    40PART IIItem 5: Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    41Item 6: Selected Financial Data
    
    42Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    43Item 7A: Quantitative and Qualitative Disclosure About Market Risk
    
    66Item 8: Financial Statements and Supplementary Data
    
    66Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    66Item 9A: Controls and Procedures
    
    66Item 9B: Other Information
    
    69PART IIIItem 10: Directors and Executives Officers of the Registrant
    
    70Item 11: Executive Compensation
    
    70Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    70Item 13: Certain Relationships and Related Transactions
    
    70Item 14:
Principal Accounting Fees and Services
    
    70PART IVItem 15: Exhibits and Financial Statement Schedules
    
    71SIGNATURES
    
    75Index
to Financial Statements and Financial Statement Schedule
    
    F-1EX-21.0: SUBSIDIARES OF THE REGISTRANTEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.0: CERTIFICATION
  2




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##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 Safe Harbor Statement
 Forward-Looking Statements
  Overview
   ®   ® ®
  www.barrlabs.com
 Business Strategies
  
    
    developing and marketing selected generic pharmaceuticals;
 3




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
    
    developing and marketing proprietary pharmaceuticals; and
    
    pursuing the development of and the opportunity to market, generic biopharmaceuticals.
 Developing and Marketing Selected Generic Pharmaceuticals
  
    
    those with complex formulation or development characteristics;
    
    those requiring specialized manufacturing capabilities;
    
    those where sourcing the raw material may be difficult; and
    
    those that must overcome unusual regulatory or legal challenges, including patent challenges.
     ® ® ®
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Developing and Marketing Proprietary Pharmaceuticals
      5




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Pursuing Development and Marketing of Generic Biopharmaceuticals
  Investment in Research and Development
  Business Development Activities
   Proposed PLIVA
Acquisition
  6




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##### Table of Contents



Product Development Acquisitions/Licenses:
 ParaGard ® IUD
  Mircette ®
 ®
 ACTIQ ®
   7




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##### Table of Contents




 PROVIGIL ®
  Other Significant Developments in Fiscal 2006
  Launch of Generic Allegra ® (Fexofenadine Hydrochloride Tablets)
  Launch of ENJUVIA  (synthetic conjugated estrogens, B)
 ® ®
 SEASONIQUE  Extended-Cycle Oral Contraceptive Approval and Launch
 ®
 Implementation of ERP System from SAP
  8




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##### Table of Contents



Generic Pharmaceuticals
  Research and Development
  
    
    filed 12 ANDAs;
    
    received FDA approvals for 10 generic products; and
    
    launched seven new generic products.
    Products We Currently Market
  9




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##### Table of Contents



Barr Label
    
    Brand Equivalent
    
    Therapeutic CategoryAmphetamine Salts Combination
    
    Adderall®
    
    PsychotherapeuticsApri®
    
    Desogen®
    
    Womens Healthcare(Desogestrel and Ethinyl Estradiol)
    
    Ortho-Cept®Aviane®
    
    Alesse®
    
    Womens Healthcare(Levonorgestrel and Ethinyl Estradiol)Claravis
    
    Accutane®
    
    Dermatology(Isotrentinoin)Desmopressin
    
    DDAVP®
    
    DiabetesDextroamphetamine Sulfate
    
    Dexedrine® Spansule®
    
    PsychotherapeuticsExtended Release CapsulesDidanosine Delayed-Release Capsules
    
    Videx® EC
    
    AntiviralKariva®
    
    Mircette®
    
    Womens Healthcare(Desogestrel and Ethinyl Estradiol)Lessina®
    
    Levlite®
    
    Womens Healthcare(Levonorgestrel and Ethinyl Estradiol)Methotrexate
    
    Rheumatrex®
    
    RheumatologyMetformin HCl Extended Release Tablets
    
    Glucophage® XL
    
    DiabetesMirtazapine Orally Disintegrating Tablets
    
    Remeron® Soltabs®
    
    PsychotherapeuticsNortrel® 7/7/7
    
    Ortho-Novum® 7/7/7
    
    Womens Healthcare(Norethindrone and Ethinyl Estradiol)Sprintec®
    
    Ortho-Cyclen®
    
    Womens Healthcare(Norgestimate and Ethinyl Estradiol)Tri-Sprintec®
    
    Ortho Tri-Cyclen®
    
    Womens Healthcare(Norgestimate and Ethinyl Estradiol)Warfarin Sodium
    
    Coumadin®
    
    Cardiovascular
  Oral Contraceptives
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##### Table of Contents



® ®
 Desmopressin
Acetate Tablets. ®
 Didanosine Delayed-Release Capsules. ®
 Warfarin Sodium ®
 Claravis  (Isotrentinoin Capsules). ® 
 11




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Pending Patent Challenges
   12




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BrandedANDA NAME (Brand Product)
    
    Sales in Millions*
    
    Therapeutic CategoryFentanyl
Citrate Lozenges
(ACTIQ®)
    
    $
    569
    
    
    OnconolgyDextro Extended Release (ADDERALL®XR)
    
    
    1,065
    
    
    ADHDDrospirenone and Ethinyl Estradiol (YASMIN®)
    
    
    492
    
    
    Womens HealthcareFexofenadine (Allegra®)
    
    
    1,152
    
    
    AntihistaminesFexofenadine (Allegra D®)
    
    
    384
    
    
    AntihistaminesFluoxetine HCl (Prozac® Weekly)
    
    
    36
    
    
    PsychotherapeuticGalantamine Hydrobromide Tablets (RAZADYNE®)
    
    
    129
    
    
    AlzheimersGalantamine Hydrobromide Extended-Release Capsules
(RAZADYNE® ER)
    
    
    54
    
    
    AlzheimersNorgestimate/Ethinyl Estradiol (TRI-CYCLEN LO®)
    
    
    375
    
    
    Womens HealthcareOlanzapine ODT (ZYPREXA® Zydis® ODT)
    
    
    243
    
    
    PsychotherapeuticPramipexole Dihydrochloride (MIRAPEX®)
    
    
    277
    
    
    ParkinsonsRaloxifene Hydrochloride (EVISTA®)
    
    
    692
    
    
    OsteoporosisRisperidone ODT (RISPERDAL® M-Tab)
    
    
    74
    
    
    Anti-PsychoticTramadol HCl & Acetaminophen (ULTRACET®)
    
    
    183
    
    
    Pain ManagementTriamcinolone Acetonide (NASACORT® AQ)
    
    
    338
    
    
    AllergiesTOTAL
    
    $
    6,063
 
 *
    
    Source: IMS Health  last twelve months sales ended June 30, 2006. Allegra Tablets
 ®
  13




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Adderall XR
 ®
  Sales and Marketing
  Customers
   2006
    
    2005
    
    2004McKesson Drug Company
    
    
    27
    %
    
    
    23
    %
    
    
    24
    %Cardinal Health
    
    
    15
    %
    
    
    17
    %
    
    
    14
    %AmeriSource Bergen
    
    
    11
    %
    
    
    11
    %
    
    

    
    *Walgreens
    
    
    
    *
    
    
    
    *
    
    
    13
    %
 
 *
    
    Denotes less than 10% in the period indicated. Proprietary Pharmaceuticals
  14




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Research and Development
  
    
    patent-protected proprietary products in late stages of development;
    
    existing chemical compounds where the development of new forms  liquid vs. tablets,
different dosages or other drug delivery systems, such as our proprietary, novel vaginal
ring delivery system  offer therapeutic or marketing advantages; and
    
    new chemical entities in selected therapeutic categories, including some that are
marketed in other countries but not currently sold in the United States.
     Proprietary Product Portfolio
   
    
    SEASONIQUE (Levonorgestrel/Ethinyl Estradiol and Ethinyl Estradiol)
extended-cycle oral contraceptive
    
    ENJUVIA (Synthetic Conjugated Estrogens, B) hormone therapy
    
    ParaGard® T 380A (Intrauterine Copper Contraceptive) IUD
    
    Mircette® (Desogestrel and Ethinyl Estradiol) oral contraceptive
    
    Plan B® (Levonorgestrel) emergency oral contraceptive
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
    
    Niaspan® (Niacin Extended-Release Tablets) for high cholesterol (marketed
under agreement with Kos Pharmaceuticals, Inc.)
    
    Advicor® (Niacin Extended-Release/Lovastatin Tablets) for high cholesterol
(marketed under agreement with Kos Pharmaceuticals, Inc.)
  
    
    SEASONALE® (Levonorgestrel/Ethinyl Estradiol) extended-cycle oral contraceptive
    
    Cenestin® (Synthetic Conjugated Estrogens, A) hormone therapy
    
    Loestrin®/Loestrin® Fe (Norethindrone Acetate and Ethinyl Estradiol) oral contraceptives
    
    Diamox® Sequels® (Acetazolamide) for glaucoma
    
    ViaSpan® (Cold Storage Solution) transplant preservation agent
    
    Ziac® (Bisoprolol Fumarate and Hydrochlorothiazide) for hypertension
    
    Prefest® (Estradiol/Norgestimate) hormone therapy
    
    Nordette® (Levonorgestrel and Ethinyl Estradiol) oral contraceptive
    
    Trexall (Methotrexate) for rheumatoid arthritis
    
    Zebeta® (Bisoprolol Fumarate) for hypertension
    
    Aygestin® (Norethindrone Acetate) for amenorrhea
    
    Revia® (Naltrexone Hydrochloride) for alcohol dependence
  Extended-Cycle Oral Contraceptive Franchise
 SEASONALE ®
   
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SEASONIQUE  .
 Emergency Contraceptive Product
 Plan B ® Emergency Contraceptive.
  17




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Hormone Therapy Product Franchise
 ENJUVIA ®
 Cenestin ®
 ®
 Products in Development
  Oral Contraception:
 Lo
SEASONIQUE  .
 Hormone Therapy/Estrogen Therapy:
 Bijuva  (Synthetic Conjugated Estrogens, A) Cream.
 Transvaginal Ring (TVR) Products
  Urology
 Oxybutynin TVR.
 18




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CyPat 
 Vaccines
  Sales And Marketing
  Womens Healthcare Sales Force
  
 Specialty Sales Force
 ® ® ®
 Customers
  19




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2006
    
    2005
    
    2004McKesson Drug Company
    
    
    27
    %
    
    
    25
    %
    
    
    21
    %Cardinal Health
    
    
    13
    %
    
    
    18
    %
    
    
    20
    %AmeriSource Bergen
    
    
    
    *

    
    
    10
    %
    
    
    15
    %
 
 *
    
    Denotes less than 10% in the period indicated Generic Biopharmaceuticals
 generic biopharmaceuticals.
   ® ® ®
   20




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Significant Product Sales; Geography
  2006
    
    2005
    
    2004Oral contraceptives:Generic (22 products)
    
    
    34
    %
    
    
    39
    %
    
    
    31
    %Proprietary (5 products)
    
    
    16
    %
    
    
    16
    %
    
    
    3
    %Ciprofloxacin
    
    
    
    *
    
    
    
    *    
    
    30
    %
 
 *
    
    Denotes less than 10% in the period indicated.  Raw Materials & Manufacturing Suppliers
 ®
  Patents and Proprietary Rights
   21




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Government Regulation
  Abbreviated New Drug Application Process
    
    
    withholding from the company new drug approvals, as well as approvals for supplemental
changes to existing applications;
    
    preventing the company from receiving the necessary export licenses to export its
products; and
    
    classifying the company as an unacceptable supplier and thereby disqualifying the
company from selling products to federal agencies.
    22




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Patent Challenges
       23




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Patent Challenge Process
    Mova Pharmaceutical Corp. v.
Shalala Mylan Pharmaceuticals v.
Shalala
  
    
    Only one 30-month stay allowed per drug.
    
    Product-by-product exclusivity.
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
    
    Shared 180-day exclusivity in limited circumstances.
    
    Counterclaim for an Orange Book delisting allowed.
    
    180-day exclusivity cannot be triggered by a district court decision.
  Our Patent Challenge History
  
    
    Desmopressin.Desmopressin is the generic equivalent of Ferring B.V.s
DDAVP®
Tablets. DDAVP Tablets are indicated as antidiuretic replacement therapy in the management
of central diabetes insipidus and for the management of the temporary polyuria and
polydipsia following head trauma or surgery in the pituitary region. They are also
indicated for the management of primary nocturnal enuresis. Following the February 2005
summary judgment ruling by the U.S. District Court for the Southern District of New York
ruling that the patent alleged to cover DDAVP is unenforceable and not infringed by our
product, we launched Desmopressin Acetate tablets, 0.1 mg and 0.2 mg, on July 5, 2005.The
courts decision ended the 30-month stay on FDA approval of our product. In February 2006,
the Federal Circuit Court affirmed the District Courts ruling that the patent at issue is
unenforceable.
    
    Modafinil.Modafinil is the generic equivalent of Cephalons PROVIGIL®. In
February 2006, we entered into an agreement with Cephalon to settle our pending patent
infringement dispute in the United States related to PROVIGIL. Under the terms of the
settlement, Cephalon granted us a non-exclusive royalty-bearing right to market and sell a
generic version of PROVIGIL in the United States. Our license will become effective in
October 2011, unless Cephalon obtains a pediatric extension for PROVIGIL in which case we
would be permitted entry in April 2012. An earlier entry by Barr may occur based upon the
entry of another generic version of PROVIGIL.
    
    Niacin.Niacin is the generic equivalent of Kos Pharmaceuticals Niaspan®
product. In April 2005, we entered into Co-Promotion, Licensing and Manufacturing, and
Settlement and License Agreements relating to the resolution of the patent litigation
involving Kos Niaspan products. Under the terms of the agreements, we: (1) co-promote the
current Niaspanand Advicor® products (the Kos Products) to
obstetricians, gynecologists and other practitioners with a focus on womens healthcare in
the United States using Durameds 103 person specialty sales force; (2) serve as a
stand-by, alternate supply source for the Kos Products, and in exchange, have received an
upfront fee and will continue to receive quarterly fees
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thereafter; and (3) are able to
launch generic versions of the Kos Products on September 20, 2013, about four years before
the last of the applicable Kos patents is set to expire.
 New Drug Application Process
   
    
    In Phase I, which frequently begins with the initial introduction of the compound into
healthy human subjects prior to introduction into patients, the product is tested for
safety, adverse effects, dosage, tolerance absorption, metabolism, excretion and other
elements of clinical pharmacology.
    
    Phase II typically involves studies in a small sample of the intended patient population
to assess the efficacy of the compound for a specific indication, to determine dose
tolerance and the optimal dose range, and to gather additional information relating to
safety and potential adverse effects.
    
    Phase III trials are undertaken to further evaluate clinical safety and efficacy in an
expanded patient population at typically dispersed study sites, in order to determine the
overall risk-benefit ratio of the compound and to provide an adequate basis for product
labeling.
     26




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United States Drug Enforcement Agency (DEA)
  Medicaid
   Medicare
 ® 
 Seasonality
  Backlog
  Employees
  27




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Competition
  
    
    the generic divisions and subsidiaries of brand pharmaceutical companies, including
Sandoz US, a subsidiary of Novartis AG;
    
    large independent domestic and international generic
manufacturers, including, Mylan
Laboratories, Watson Pharmaceuticals, Inc., Teva Pharmaceuticals and distributors with
large product lines where there is competition with some of our products;
    
    generic manufacturers located in India and in some sections of Europe that have certain
cost advantages over U.S. generic manufacturers, such as Ranbaxy and Dr. Reddys in India,
and Perrigo in Europe; and
    
    brand pharmaceutical companies whose therapies compete with our generic and proprietary
products, including Johnson & Johnson, Wyeth, Bristol-Myers Squibb and Eli Lilly &
Company.
  
    
    filing new patents on drugs whose original patent protection is about to expire;
    
    obtaining patents on next-generation products
reflecting, for example, changes in
formulation, means of delivery or other product improvement modifications;
    
    increasing marketing initiatives;
    
    launching authorized generic versions of their branded products;
    
    using the Citizens Petition process to request amendments to FDA standards;
    
    pricing the brand product below the already reduced price of the generic product in
certain formularies in order to maintain a favored reimbursement status;
    
    commencing litigation.
    
    
    focus our proprietary product development in areas of historical strength or
competitive advantage;
 28




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##### Table of Contents




    
    target generic products for development that have unique characteristics, including
difficulty in sourcing raw materials, difficulty in formulation or establishing
bioequivalence, and manufacturing that requires unique facilities, processes or expertise;
    
    develop innovative, cost-effective proprietary products that serve unmet medical needs; and
    
    make significant investments in plant and equipment to improve our efficiency.
  Insurance
   Environmental
  Government Relations Activities
  
 ITEM 1A. RISK FACTORS
   29




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Competition
from other manufacturers of generic drugs affecting our generic products
   Competition
from other manufacturers of generic drugs affecting our proprietary products
  Resolving Paragraph IV patent challenges
  30




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##### Table of Contents




    
    an increase in the number of competitors who pursue patent challenges could make it more
difficult for us to be first to file a Paragraph IV certification on a patent protected
product;
    
    a branded companys decision to launch an authorized generic version of the product
will reduce our market share and lower the revenues and gross profits we could have
otherwise earned if an authorized generic were not
launched;
    
    claims brought by third parties, including the FTC, various
states Attorneys General
and other third-party payers challenging the legality of our settlement agreements could affect
the way in which we resolve our patent challenges with the brand pharmaceutical companies;
and
    
    the efforts of brand companies to use legislative and regulatory tactics to
delay the launch of generic products.
 Impact of At Risk launches
  Government Regulation and Managed Care Trends
  Development and Regulatory Approval
    31




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Product Manufacturing and Marketing
  Dependence on third parties
   Customer consolidation
  Cost and Expense Control/Unusual Events
  Legal Proceedings
  32




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##### Table of Contents



Availability of product liability insurance
  Acquisitions
  Managing rapidly growing operations
  Use of estimates and judgments in applying accounting policies
  Changes in Laws and Accounting Standards
  Terrorist Activity
  33




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##### Table of Contents



Potential acquisition of PLIVA d.d.
  
    
    the necessity of coordinating and consolidating geographically separated
organizations, systems and facilities;
    
    the successful integration of our management and personnel with that of PLIVA and
retaining key employees;
    
    changes in intellectual property legal protections and remedies, trade regulations
and procedures and actions affecting approval, production, pricing, reimbursement and
marketing of products.
  
    
    our ability to satisfy debt obligations under the $2.8 billion Senior Credit
Facility we entered into to help finance this transaction;
    
    the ability of the combined company to meet certain revenue and cost synergy
objectives;
    
    charges associated with this
transaction, including the write-off of acquired in-process research and development
costs, additional depreciation and amortization of acquired assets and interest expense
and other financing costs related to the Senior Credit Facility will
negatively impact our net income;
    
    our international-based revenues and expenses will be subject to foreign currency
exchange rate fluctuations.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  34




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ITEM 2. PROPERTIES
  SquareLocation
    
    Footage
    
    Status
    
    DescriptionNEW JERSEYWoodcliff Lake
    
    
    90,000
    
    
    Leased
    
    Administrative OfficesUpper Saddle River
    
    
    20,000
    
    
    Leased
    
    Administrative OfficesNorthvale
    
    
    27,500
    
    
    Owned
    
    Research and DevelopmentPlainsboro
    
    
    27,000
    
    
    Leased
    
    Research and Development, AdministrationNEW YORKPomona 1
    
    
    41,000
    
    
    Owned
    
    Research and Development, Laboratories,Pomona 2 and 3
    
    
    133,000
    
    
    Owned
    
    Laboratories, Administrative Offices,
Manufacturing, WarehouseBlauvelt
    
    
    8,500
    
    
    Leased
    
    WarehouseNorth Tonawanda
    
    
    23,500
    
    
    Leased
    
    ManufacturingOHIOCincinnati
    
    
    305,000
    
    
    Owned
    
    Manufacturing, Laboratories,
Packaging, Warehouse, Administrative OfficesPENNSYLVANIABala Cynwyd
    
    
    39,000
    
    
    Leased
    
    Proprietary Research,
Administrative OfficesVIRGINIAForest Main Facility
    
    
    355,000
    
    
    Owned
    
    Administrative Offices,
Manufacturing, Warehouse, Packaging, Distribution, Laboratories,Forest Adeno Facility
    
    
    20,000
    
    
    Owned
    
    Adenovirus Manufacturing FacilityWASHINGTON D.C.
    
    
    2,700
    
    
    Leased
    
    Government Affairs &
Administrative Offices
  35




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ITEM 3. LEGAL PROCEEDINGS
 Litigation Settlement
  Litigation Matters
    Patent Matters
 Desmopressin Acetate Suit
  en banc
 Fexofenadine Hydrochloride Suit
 ®
 36




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37




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Product Liability Matters
 Hormone Therapy Litigation
   Antitrust Matters
 Ciprofloxacin (Cipro®) Antitrust Class Actions
  en
banc en banc
   Tamoxifen Antitrust Class Actions
  38




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##### Table of Contents



en banc
  Ovcon Antitrust Proceedings
   Provigil Antitrust Proceedings
    Medicaid Reimbursement Cases
   39




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##### Table of Contents



Breach of Contract Action
  Other Litigation
  Government Inquiries
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  40




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##### Table of Contents



PART II
 
 ITEM 5.

    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 (a) Market for Barrs Common Equity
  High
    
    LowFiscal year ended June 30, 2006:First quarter
    
    $
    55.08
    
    
    $
    45.00Second quarter
    
    
    63.60
    
    
    
    53.53Third quarter
    
    
    70.25
    
    
    
    60.83Fourth quarter
    
    
    64.51
    
    
    
    47.24Fiscal year ended June 30, 2005:First quarter
    
    $
    42.80
    
    
    $
    32.01Second quarter
    
    
    46.90
    
    
    
    35.07Third quarter
    
    
    50.45
    
    
    
    43.71Fourth quarter
    
    
    54.29
    
    
    
    47.00
   (b) Recent Sales of Unregistered Securities
   (c) Issuer Purchases of Equity Securities
  41




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  Year Ended June 30,2006
    
    2005
    
    2004
    
    2003
    
    2002(in thousands, except per share data)Statements of Operations DataTotal revenues
    
    $
    1,314,465
    
    
    $
    1,047,399
    
    
    $
    1,309,088
    
    
    $
    902,864
    
    
    $
    1,188,984Earnings before income taxes
    
    
    522,948
    
    
    
    329,876
    
    
    
    194,440
    
    
    
    262,715
    
    
    
    337,537Income tax expense
    
    
    186,471
    
    
    
    114,888
    
    
    
    71,337
    
    
    
    95,149
    
    
    
    125,318Net earnings
    
    
    336,477
    
    
    
    214,988
    
    
    
    123,103
    
    
    
    167,566
    
    
    
    210,269Earnings per common share  basic
    
    
    3.20
    
    
    
    2.08
    
    
    
    1.21
    
    
    
    1.69
    (2)
    
    
    2.17
    (2)(3)Earnings per common share  diluted
    
    
    3.12
    
    
    
    2.03
    
    
    
    1.15
    
    
    
    1.62
    (2)
    
    
    2.06
    (2)(3)Balance Sheet DataWorking capital
    
    $
    921,663
    
    
    $
    780,386
    
    
    $
    670,601
    
    
    $
    582,183
    
    
    $
    457,393Total assets
    
    
    1,921,419
    
    
    
    1,490,306
    
    
    
    1,333,269
    
    
    
    1,180,937
    
    
    
    888,554Long-term debt (1)
    
    
    7,431
    
    
    
    15,493
    
    
    
    32,355
    
    
    
    34,027
    
    
    
    42,634Shareholders
equity (4)
    
    
    1,690,956
    
    
    
    1,233,970
    
    
    
    1,042,046
    
    
    
    867,995
    
    
    
    666,532
 
 (1)
    
    Includes capital leases and excludes current installments.(2)
    
    Amounts have been adjusted for the March 16, 2004 3-for-2 stock split effected in the form of
a 50% stock dividend.(3)
    
    Amounts have been adjusted for the March 17, 2003 3-for-2 stock split effected in the form of
a 50% stock dividend.(4)
    
    The Company has not paid a cash dividend in any of the above
years. 42




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
  Generic Products
    43




---



##### Table of Contents



Proprietary Products
  Competition
     Proposed
PLIVA Acquisition
  44




---



##### Table of Contents



45




---



##### Table of Contents



Comparison of the fiscal years ended June 30, 2006 and June 30, 2005
  Change2006
    
    
    2005
    
    
    $
    
    
    %Generic products:Oral contraceptives
    
    $
    399.4
    
    
    $
    396.6
    
    
    $
    2.8
    
    
    
    1
    %Other generic
    
    
    439.4
    
    
    
    354.8
    
    
    
    84.6
    
    
    
    24
    %Total generic products
    
    
    838.8
    
    
    
    751.4
    
    
    
    87.4
    
    
    
    12
    %Proprietary products
    
    
    329.8
    
    
    
    278.8
    
    
    
    51.0
    
    
    
    18
    %Total product sales
    
    
    1,168.6
    
    
    
    1,030.2
    
    
    
    138.4
    
    
    
    13
    %Alliance, development and other revenue
    
    
    145.8
    
    
    
    17.2
    
    
    
    128.6
    
    
    
    748
    %Total revenues
    
    $
    1,314.4
    
    
    $
    1,047.4
    
    
    $
    267.0
    
    
    
    25
    %
 Product Sales
  Generic Products
 Oral Contraceptives
   Generic Products  Other
  46




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##### Table of Contents



Proprietary Products
 , )
     Alliance, Development and Other Revenue
  47




---



##### Table of Contents



Cost of Sales
 ,
  Change2006
    
    
    2005
    
    
    $
    
    
    %Generic products
    
    $
    285.9
    
    
    $
    264.8
    
    
    $
    21.1
    
    
    
    8
    %Gross margin
    
    
    66
    %
    
    
    65
    %Proprietary products
    
    $
    66.2
    
    
    $
    39.3
    
    
    $
    26.9
    
    
    
    68
    %Gross margin
    
    
    80
    %
    
    
    86
    %Total cost of sales
    
    $
    352.1
    
    
    $
    304.1
    
    
    $
    48.0
    
    
    
    16
    %Gross margin
    
    
    70
    %
    
    
    70
    %
   48




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##### Table of Contents



Selling, General and Administrative Expense
  Change2006
    
    
    2005
    
    
    $
    
    
    %Selling, general and administrative
    
    $
    334.8
    
    
    $
    298.9
    
    
    $
    35.9
    
    
    
    12
    %Charges included in general and administrative
    
    $
    14.1
    
    
    $
    63.2
    
    
    $
    (49.1
    )
    
    
    -78
    %
   Fiscal 2006:
   49




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##### Table of Contents



Fiscal 2005:
  Research and Development
  Change2006
    
    
    2005
    
    
    $
    
    
    %Research and development
    
    $
    140.2
    
    
    $
    128.4
    
    
    $
    11.8
    
    
    
    9
    %
  Other
Income (expense)
  Change2006
    
    
    2005
    
    
    $
    
    
    %Other income (expense)
    
    $
    17.2
    
    
    $
    3.9
    
    
    $
    13.3
    
    
    
    341
    %
   50




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##### Table of Contents



Income Taxes
  Change2006
    
    
    2005
    
    
    $
    
    
    %Income tax expense
    
    $
    186.5
    
    
    $
    114.9
    
    
    $
    71.6
    
    
    
    62
    %Effective tax rate
    
    
    35.7
    %
    
    
    34.8
    %
   Comparison of the fiscal years ended June 30, 2005 and June 30, 2004
  Change2005
    
    
    2004
    
    
    $
    
    
    %Generic products:Distributed alternative brands(1)
    
    $
    
    
    
    $
    385.3
    
    
    $
    (385.3
    )
    
    
    -100
    %Oral contraceptives
    
    
    396.6
    
    
    
    403.9
    
    
    
    (7.3
    )
    
    
    -2
    %Other generic(2)
    
    
    354.8
    
    
    
    361.4
    
    
    
    (6.6
    )
    
    
    -2
    %Total generic products
    
    
    751.4
    
    
    
    1,150.6
    
    
    
    (399.2
    )
    
    
    -35
    %Proprietary products
    
    
    278.8
    
    
    
    146.1
    
    
    
    132.7
    
    
    
    91
    %Total product sales
    
    
    1,030.2
    
    
    
    1,296.7
    
    
    
    (266.5
    )
    
    
    -21
    %Alliance, development and other revenue
    
    
    17.2
    
    
    
    12.4
    
    
    
    4.8
    
    
    
    39
    %Total revenues
    
    $
    1,047.4
    
    
    $
    1,309.1
    
    
    $
    (261.7
    )
    
    
    -20
    %
 
 (1)
    
    Reflects sales of Ciprofloxacin sold during Bayers pediatric exclusivity period
which ended on June 9, 2004.(2)
    
    Includes sales of Ciprofloxacin after June 9, 2004. Revenues  Product Sales
 (
 51




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##### Table of Contents



Generic Products
 Distributed Alternative Brands (Ciprofloxacin)
 â
 Oral Contraceptives
  Generic Products  Other
  Proprietary Products
   52




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##### Table of Contents



Cost of Sales
   Change2005
    
    
    2004
    
    
    $
    
    
    %Generic products
    
    $
    264.8
    
    
    $
    604.6
    
    
    $
    (339.8
    )
    
    
    -56
    %Gross margin
    
    
    65
    %
    
    
    47
    %Proprietary products
    
    $
    39.3
    
    
    $
    28.1
    
    
    $
    11.2
    
    
    
    40
    %Gross margin
    
    
    86
    %
    
    
    81
    %Total cost of sales
    
    $
    304.1
    
    
    $
    632.7
    
    
    $
    (328.6
    )
    
    
    -52
    %Gross margin
    
    
    70
    %
    
    
    51
    %
    Selling, General and Administrative Expense
  Change2005
    
    
    2004
    
    
    $
    
    
    %Selling, general and administrative
    
    $
    298.9
    
    
    $
    314.5
    
    
    $
    (15.6
    )
    
    
    -5
    %Charges included in general and administrative
    
    $
    63.2
    
    
    $
    96.6
    
    
    $
    (33.4
    )
    
    
    -35
    %
  53




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##### Table of Contents



:
 
    
    A $16 million valuation allowance we established in September 2003 for our loans to
Natural Biologics, LLC, the raw material supplier for our generic equine-based conjugated
estrogens product, as the result of an unfavorable court decision rendered in September
2003;
    
    A $4.2 million write-off in February 2004 associated with the acquisition of certain
emergency contraception assets from Gynetics, Inc;
    
    An arbitration panels decision in June 2004 to award Solvay Pharmaceuticals $68 million
in damages on its claim that we improperly terminated a joint venture agreement; and
    
    An $8.5 million charge in June 2004 related to costs associated with our settlement of
the Estrostep and Femhrt patent challenge litigation with Galen.
 Research and Development
  Change2005
    
    
    2004
    
    
    $
    
    
    %Research and development
    
    $
    128.4
    
    
    $
    169.0
    
    
    $
    (40.6
    )
    
    
    -24
    %Charges included in research and development
    
    $
    
    
    
    $
    68.2
    
    
    $
    (68.2
    )
    
    
    -100
    %
   Income Taxes
  Change2005
    
    
    2004
    
    
    $
    
    
    %Income tax expense
    
    $
    114.9
    
    
    $
    71.3
    
    
    $
    43.6
    
    
    
    61
    %Effective tax rate
    
    
    34.8
    %
    
    
    36.7
    %
 54




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##### Table of Contents



Liquidity and Capital Resources
 Overview
  Change2006
    
    2005
    
    $
    
    %Cash & cash equivalents, short term marketable securities
    
    $
    601.9
    
    
    $
    643.3
    
    
    $
    (41.4
    )
    
    
    -6
    %Working capital
    
    
    921.7
    
    
    
    780.4
    
    
    
    141.3
    
    
    
    18
    %Cash flow from operations
    
    
    327.3
    
    
    
    363.0
    
    
    
    (35.7
    )
    
    
    -10
    %Ratio of current assets to current liabilities
    
    
    5.9: 1
    
    
    
    4.5: 1
 Operating Activities
    Investment in Marketable Securities
  55




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##### Table of Contents



Working Capital
  Change2006
    
    
    2005
    
    
    $
    
    
    %Cash, cash equivalents and marketable securities
    
    $
    601.9
    
    
    $
    643.3
    
    
    $
    (41.4
    )
    
    
    -6
    %Accounts receivable
    
    
    226.0
    
    
    
    160.1
    
    
    
    65.9
    
    
    
    41
    %Other receivables
    
    
    50.2
    
    
    
    21.4
    
    
    
    28.8
    
    
    
    135
    %Inventories
    
    
    134.3
    
    
    
    137.6
    
    
    
    (3.3
    )
    
    
    -2
    %Prepaid & other current assets
    
    
    96.6
    
    
    
    38.4
    
    
    
    58.2
    
    
    
    152
    %Total current assets
    
    
    1,109.0
    
    
    
    1,000.8
    
    
    
    108.2
    
    
    
    11
    %Accounts payable & accrued liabilities
    
    
    169.2
    
    
    
    201.6
    
    
    
    (32.4
    )
    
    
    -16
    %Income taxes payable
    
    
    9.3
    
    
    
    13.4
    
    
    
    (4.1
    )
    
    
    -31
    %Current portion of long-term debt & capital leases
    
    
    8.8
    
    
    
    5.4
    
    
    
    3.4
    
    
    
    63
    %Total current liabilities
    
    
    187.3
    
    
    
    220.4
    
    
    
    (33.1
    )
    
    
    -15
    %Working capital
    
    $
    921.7
    
    
    $
    780.4
    
    
    $
    141.3
    
    
    
    18
    %
  Investing Activities
  Capital Expenditures
    56




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##### Table of Contents



Strategic Transactions
  Financing Activities
  Share Repurchase Program
  Debt Repayments and Credit Availability
    
 Proceeds from Equity Transactions
  57




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##### Table of Contents



Sufficiency of Cash Resources
  Contractual Obligations
  Payments due by periodLess than($ in millions)
    
    Total
    
    
    1 Year
    
    
    1 to 3 Years
    
    
    4 to 5 Years
    
    
    ThereafterLong-term debt
    
    $
    14.5
    
    
    $
    8.0
    
    
    $
    6.5
    
    
    $
    
    
    
    $
    Capital leases
    
    
    1.2
    
    
    
    0.9
    
    
    
    0.3
    
    
    
    
    
    
    
    Operating leases
    
    
    30.7
    
    
    
    4.2
    
    
    
    7.0
    
    
    
    6.7
    
    
    
    12.8Purchase obligations (1)
    
    
    112.3
    
    
    
    107.3
    
    
    
    5.0
    
    
    
    
    
    
    
    Venture
Funds commitments (2)
    
    
    14.0
    
    
    
    14.0
    
    
    
    
    
    
    
    
    
    
    
    Annual interest on fixed rate debt
    
    
    1.2
    
    
    
    0.6
    
    
    
    0.4
    
    
    
    0.1
    
    
    
    0.1Other long-term liabilities
    
    
    16.8
    
    
    
    3.9
    
    
    
    5.2
    
    
    
    4.6
    
    
    
    3.1Total
    
    $
    190.7
    
    
    $
    138.9
    
    
    $
    24.4
    
    
    $
    11.4
    
    
    $
    16.0
 
 (1)
    
    Purchase obligations consist mainly of commitments for raw materials used in our
manufacturing and research and development operations.(2)
    
    Payments related to our venture fund commitments are payable when capital calls are
made.  Off-Balance
Sheet Arrangements
 
 Critical Accounting Policies
  58




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Revenue Recognition and Provisions for Estimated Reductions to Gross Product Sales
    
    
    returns and allowances (including shelf-stock adjustments)
    
    chargebacks
    
    rebates
    
    managed care rebates
    
    Medicaid rebates
    
    prompt payment discounts and other allowances
  Current provision
    
    
    Current provision
    
    
    Actual returnsrelated to sales
    
    
    related to sales
    
    
    or creditsBeginning
    
    
    made in the
    
    
    made in
    
    
    in the
    
    
    Endingbalance
    
    
    current period
    
    
    prior periods
    
    
    current period
    
    
    balanceFiscal year ended June 30, 2006Accounts receivable reserves:Returns and allowances
    
    $
    52.7
    
    
    $
    59.8
    
    
    $
    0.2
    
    
    $
    (59.6
    )
    
    $
    53.1Chargebacks
    
    
    44.9
    
    
    
    386.0
    
    
    
    (0.9
    )
    
    
    (385.7
    )
    
    
    44.3Rebates
    
    
    37.8
    
    
    
    164.5
    
    
    
    (3.2
    )
    
    
    (166.9
    )
    
    
    32.2Cash discounts
    
    
    7.1
    
    
    
    40.4
    
    
    
    
    
    
    
    (39.8
    )
    
    
    7.7Total
    
    $
    142.5
    
    
    $
    650.7
    
    
    $
    (3.9
    )
    
    $
    (652.0
    )
    
    $
    137.3Accrued liabilities:Managed care rebates
    
    $
    7.5
    
    
    $
    20.5
    
    
    $
    (1.0
    )
    
    $
    (16.6
    )
    
    $
    10.4Medicaid rebates
    
    $
    10.1
    
    
    $
    29.0
    
    
    $
    
    
    
    $
    (26.9
    )
    
    $
    12.2Fiscal year ended June 30, 2005Accounts receivable reserves:Returns and allowances
    
    $
    57.5
    
    
    $
    64.8
    
    
    $
    1.0
    
    
    $
    (70.6
    )
    
    $
    52.7Chargebacks
    
    
    38.8
    
    
    
    267.6
    
    
    
    6.0
    
    
    
    (267.5
    )
    
    
    44.9Rebates
    
    
    36.0
    
    
    
    188.4
    
    
    
    
    
    
    
    (186.6
    )
    
    
    37.8Cash discounts
    
    
    6.2
    
    
    
    32.0
    
    
    
    
    
    
    
    (31.1
    )
    
    
    7.1Total
    
    $
    138.5
    
    
    $
    552.8
    
    
    $
    7.0
    
    
    $
    (555.8
    )
    
    $
    142.5Accrued liabilities:Managed care rebates
    
    $
    3.4
    
    
    $
    12.2
    
    
    $
    
    
    
    $
    (8.1
    )
    
    $
    7.5Medicaid rebates
    
    $
    11.4
    
    
    $
    17.2
    
    
    $
    3.0
    
    
    $
    (21.5
    )
    
    $
    10.1
 59




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##### Table of Contents



Returns and allowances
 
    
    the shelf life or expiration date of each product;
    
    historical levels of expired product returns; and
    
    the estimated date of return.
  
    
    the estimated launch date of a competing product, which we determine based on market
intelligence;
    
    the estimated decline in the market price of our product, which we determine based on
historical experience and input from customers; and,
    
    the estimated levels of inventory held by our customers at the time of the anticipated
decrease in market price, which we determine based upon historical experience and customer
input.
 Chargebacks
 
    
    the average historical chargeback credits; and
    
    an estimate of the inventory held by our wholesalers, based on internal analysis of a
wholesalers historical purchases and contract sales.
 Rebates
 
    
    direct rebates;
    
    indirect rebates;
    
    managed care rebates; and
    
    Medicaid rebates.
   60




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##### Table of Contents



Prompt Pay Discounts
 Revenue Recognition and Provisions of Alliance, Development and Other Revenue
  Inventories and Inventory Reserves
     61




---



##### Table of Contents



Income Taxes
   Contingencies
   Acquisitions and Amortization of Intangible Assets
   62




---



##### Table of Contents



Recent Accounting Pronouncements
      63




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##### Table of Contents



Environmental Matters
  Effects of Inflation; Seasonality
  Forward-Looking Statements
  
    
    the difficulty in predicting the timing and outcome of legal proceedings, including
patent-related matters such as patent challenge settlements and patent infringement cases;
    
    the difficulty of predicting the timing of FDA approvals;
    
    court and FDA decisions on exclusivity periods;
    
    the ability of competitors to extend exclusivity periods for their products;
    
    our ability to complete product development activities in the timeframes and for the costs we expect;
    
    market and customer acceptance and demand for our pharmaceutical products;
    
    our dependence on revenues from significant customers;
    
    reimbursement policies of third party payors;
    
    our dependence on revenues from significant products;
    
    the use of estimates in the preparation of our financial statements;
    
    the impact of competitive products and pricing on products, including the launch of
authorized generics;
    
    the ability to launch new products in the timeframes we expect;
    
    the availability of raw materials;
    
    the availability of any product we purchase and sell as a distributor;
    
    the regulatory environment;
    
    our exposure to product liability and other lawsuits and contingencies;
    
    the cost of insurance and the availability of product liability insurance coverage;
    
    our timely and successful completion of strategic initiatives, including integrating
companies and products we acquire and implementing our new enterprise resource planning
system;
    
    fluctuations in operating results, including the effects on such results from spending
for research and development, sales and marketing activities and patent challenge
activities; and
 64




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##### Table of Contents




    
    other risks detailed from time-to-time in our filings with the Securities and Exchange
Commission.
  65




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   66




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##### Table of Contents



Internal Control Over Financial Reporting
 
 MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
   Internal ControlIntegrated
Framework
   67




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##### Table of Contents



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Internal
ControlIntegrated Framework








Internal ControlIntegrated
Framework Internal ControlIntegrated Framework




/s/
DELOITTE & TOUCHE LLP





68



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##### Table of Contents



Changes in Internal Controls







ITEM 9B. OTHER INFORMATION


None.


69



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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Code of Business Conduct and Ethics
 www.barrlabs.com
 
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  70




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    a) Financial Statement Schedules:See the Index on page F-1 below.(b)
    
    Exhibits
 2.1
    
    
    Agreement and Plan of Merger, dated as of December 31, 2003 between Barr
Pharmaceuticals, Inc., a Delaware corporation, and Barr Laboratories,
Inc., a New York corporation (1)2.2
    
    
    Asset Purchase Agreement dated November 20, 2003 between Endeavor
Pharmaceuticals, Inc. and Barr Laboratories, Inc. (2)2.3
    
    
    Agreement and Plan of Merger, dated February 6, 2004, among Duramed
Pharmaceuticals, Inc., WCC Merger Sub, Inc. and Womens Capital
Corporation (3)2.4
    
    
    Purchase Agreement dated as of October 14, 2005, by and among Duramed
Pharmaceuticals, Inc., Copper 380T, FEI Womens Health, LLC and the
individuals listed on the signature pages thereto. (21)3.1
    
    
    Amended and Restated Certificate of Incorporation of the Registrant (1)3.2
    
    
    Restated By-Laws of the Registrant (1)4.1
    
    
    The Registrant agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any instrument defining the rights of
the holders of its long-term debt wherein the total amount of securities
authorized there under does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis.4.2
    
    
    Note Purchase Agreement dated November 18, 1997 relating to $10 million of
Series A Senior Notes due November, 2004 and $20 million of Series B
Senior Notes due November, 2007 (4)4.3
    
    
    Credit Agreement (five-year facilities), dated July 21, 2006, among the
Company, certain of its subsidiaries, Bank of America, N.A., as
Administrative Agent, Banc of America Securities LLC, as Lead Arranger and
Book Manager, and certain other lenders. (23)4.4
    
    
    Credit Agreement (364-day facility), dated July 21, 2006, among the
Company, certain of its subsidiaries, Bank of America, N.A., as
Administrative Agent, Banc of America Securities LLC, as Lead Arranger and
Book Manager, and certain other lenders. (23)10.1
    
    
    Lease, dated February 6, 2003, between Mack-Cali Properties Co. No. 11
L.P. and Barr Laboratories, Inc. (5)10.2
    
    
    Amended and Restated Employment Agreement with Bruce L. Downey, dated as
of March 13, 2006 (22)10.3
    
    
    1993 Stock Incentive Plan (7)10.4
    
    
    Non-Qualified Deferred Compensation Plan (2)10.5
    
    
    1993 Employee Stock Purchase Plan (8)10.6
    
    
    1993 Stock Option Plan for Non-Employee Directors (9)10.7
    
    
    2002 Stock and Incentive Award Plan (10)10.8
    
    
    2002 Stock Option Plan for Non-Employee Directors (10)
 71




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##### Table of Contents



10.9
    
    
    Supply Agreement for Ciprofloxacin Hydrochloride dated January 8, 1997 (11)10.10
    
    
    Proprietary Drug Development and Marketing Agreement, dated March 20,
2000, between Barr Laboratories, Inc. and Dupont Pharmaceuticals Company
(12)10.11
    
    
    Description of Excess Savings and Retirement Plan (13)10.12
    
    
    Amended and Restated Employment Agreement with Paul M. Bisaro, dated as of
March 13, 2006 (22)10.13
    
    
    Amended and Restated Employment Agreement with Carole S. Ben-Maimon, dated
as of October 24, 2002 (6)10.14
    
    
    Amended and Restated Employment Agreement with Timothy P. Catlett, dated
as of February 19, 2003 (14)10.15
    
    
    Amended and Restated Employment Agreement with William T. McKee, dated as
of February 19, 2003 (5)10.16
    
    
    Amended and Restated Employment Agreement with Fredrick J. Killion, dated
as of February 19, 2003 (5)10.17
    
    
    Amended and Restated Employment Agreement with Salah U. Ahmed, dated as of
February 19, 2003 (14)10.18
    
    
    Amended and Restated Employment Agreement with Christine A. Mundkur, dated
as of February 19, 2003 (14)10.19
    
    
    Amended and Restated Employment Agreement with Catherine F. Higgins, dated
as of February 19, 2003 (14)10.20
    
    
    Employment Agreement with Michael J. Bogda, dated as of May 15, 2003 (14)10.21
    
    
    Duramed 1988 Stock Option Plan (15)10.22
    
    
    Duramed 1991 Stock Option Plan for Nonemployee Directors (16)10.23
    
    
    Duramed 1997 Stock Option Plan (17)10.24
    
    
    Duramed 2000 Stock Option Plan (18)10.25
    
    
    Duramed 1999 Nonemployee Director Stock Plan (19)10.26
    
    
    Employment Agreement with G. Frederick Wilkinson, dated as of January 5,
2006 (20)21.0
    
    
    Subsidiaries of the Company23.1
    
    
    Consent of Deloitte & Touche LLP31.1
    
    
    Certification of Bruce L. Downey pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    
    Certification of William T. McKee pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.0
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Previously filed with the Securities and Exchange Commission on January 6, 2004 as an
Exhibit to the Registrants Current Report on Form 8-K and incorporated herein by
reference.(2)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 and
incorporated herein by reference. 72




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##### Table of Contents



(3)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and
incorporated herein by reference.(4)
    
    Previously filed with the Securities and Exchange Commission as Exhibit 4-3 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 1997 and
incorporated herein by reference.(5)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and
incorporated herein by reference.(6)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and
incorporated herein by reference.(7)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form S-8 Nos. 33-73696 and 333-17349 and
incorporated herein by reference.(8)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form S-8 No. 33-73700 and incorporated herein by
reference.(9)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form S-8 Nos. 33-73698 and 333-17351 incorporated
herein by reference.(10)
    
    Previously filed with the Securities and Exchange Commission as an Appendix to the
Registrants Proxy Statement relating to the 2002 Annual Meeting of Stockholders and
incorporated herein by reference.(11)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and
incorporated herein by reference.(12)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 and
incorporated herein by reference.(13)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Annual Report on Form 10-K for the year ended June 30, 2000 and incorporated
herein by reference.(14)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Annual Report on Form 10-K for the year ended June 30, 2003 and incorporated
herein by reference.(15)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Duramed Pharmaceuticals, Inc. Proxy Statement relating to the 1993 Annual Meeting of
Stockholders and incorporated herein by reference.(16)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Duramed Pharmaceuticals, Inc. Proxy Statement relating to the 1998 Annual Meeting of
Stockholders and incorporated herein by reference.(17)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Duramed Pharmaceuticals, Inc. Proxy Statement relating to the 1997 Annual Meeting of
Stockholders and incorporated herein by reference.(18)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Duramed Pharmaceuticals, Inc. Proxy Statement relating to the 2000 Annual Meeting of
Stockholders and incorporated herein by reference.(19)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the Duramed
Pharmaceuticals, Inc. Annual Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference. 73




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##### Table of Contents



(20)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and
incorporated herein by reference.(21)
    
    Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 and
incorporated herein by reference.(22)
    
    Previously filed with the Securities and Exchange Commission on March 20, 2006 as an
Exhibit to the Registrants Current Report on Form 8-K and incorporated herein by reference.(23)
    
    Previously filed with the Securities and Exchange Commission on July 26, 2006 as an
Exhibit to the Registrants Current Report on Form 8-K and incorporated herein by reference. 74




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SIGNATURES
  BARR PHARMACEUTICALS, INC.By:
    
    /s/ Bruce L. DowneyBruce L. DowneyChairman of the Board andChief Executive Officer
  Signature
    
    Title
    
    Date/s/ Bruce L. Downey
    
    Chairman of the Board and Chief Executive Officer
    
    August 29, 2006Bruce L. Downey
    
    (Principal Executive Officer)/s/ William T. McKee
    
    Vice President, Chief Financial Officer and Treasurer
    
    August 29, 2006William T. McKee
    
    (Principal Financial Officer and Principal Accounting Officer)/s/ Carole S. Ben-Maimon
    
    Director
    
    August 29, 2006Carole S. Ben-Maimon/s/ Paul M. Bisaro
    
    Director
    
    August 29, 2006Paul M. Bisaro/s/ Harold N. Chefitz
    
    Director
    
    August 29, 2006Harold N. Chefitz/s/ Richard R. Frankovic
    
    Director
    
    August 29, 2006Richard R. Frankovic/s/ James S. Gilmore III
    
    Director
    
    August 29, 2006James S. Gilmore III/s/ Jack M. Kay
    
    Director
    
    August 29, 2006Jack M. Kay/s/ Peter R. Seaver
    
    Director
    
    August 29, 2006Peter R. Seaver/s/ George P. Stephan
    
    Director
    
    August 29, 2006George P. Stephan
 75




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PART II
 
 INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
 PageReport of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets as of June 30, 2006 and 2005
    
    F-3Consolidated Statements of Operations for the years ended June 30, 2006, 2005 and 2004
    
    F-4Consolidated Statements of Shareholders Equity for the years ended June 30, 2006, 2005 and 2004
    
    F-5Consolidated Statements of Cash Flows for the years ended June 30, 2006, 2005 and 2004
    
    F-6Notes to the Consolidated Financial Statements
    
    F-7Schedule II  Valuation and Qualifying Accounts for the years ended June 30, 2006, 2005 and 2004
    
    F-37




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal ControlIntegrated
Framework
 /s/ DELOITTE & TOUCHE LLP
 
 F-2




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##### Table of Contents



BARR PHARMACEUTICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,(in thousands, except share and per share data)
    
    2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    24,422
    
    
    $
    115,793Marketable securities
    
    
    577,482
    
    
    
    527,462Accounts receivable, net
    
    
    226,026
    
    
    
    160,059Other receivables, net
    
    
    50,235
    
    
    
    21,411Inventories, net
    
    
    134,266
    
    
    
    137,638Deferred income taxes
    
    
    25,680
    
    
    
    30,224Prepaid expenses and other current assets
    
    
    70,871
    
    
    
    8,229Total current assets
    
    
    1,108,982
    
    
    
    1,000,816Property, plant and equipment, net
    
    
    275,960
    
    
    
    249,485Deferred income taxes
    
    
    30,204
    
    
    
    60,504Marketable securities
    
    
    18,132
    
    
    
    53,793Other intangible assets
    
    
    417,258
    
    
    
    98,343Goodwill
    
    
    47,920
    
    
    
    17,998Other assets
    
    
    22,963
    
    
    
    9,367Total assets
    
    $
    1,921,419
    
    
    $
    1,490,306Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    69,954
    
    
    $
    49,743Accrued liabilities
    
    
    99,213
    
    
    
    151,888Current portion of long-term debt and capital lease obligations
    
    
    8,816
    
    
    
    5,446Income taxes payable
    
    
    9,336
    
    
    
    13,353Total current liabilities
    
    
    187,319
    
    
    
    220,430Long-term debt and capital lease obligations
    
    
    7,431
    
    
    
    15,493Other liabilities
    
    
    35,713
    
    
    
    20,413Commitments & Contingencies (Note 17)Shareholders equity:Preferred stock $1 par value per share; authorized 2,000,000; none issued
    
    
    
    
    
    
    Common stock $.01 par value per share; authorized 200,000,000;
issued 109,179,208 and 106,340,470 in 2006 and 2005, respectively
    
    
    1,092
    
    
    
    1,063Additional paid-in capital
    
    
    574,785
    
    
    
    454,489Retained earnings
    
    
    1,216,146
    
    
    
    879,669Accumulated other comprehensive loss
    
    
    (377
    )
    
    
    (561
    )Treasury stock at cost: 2,972,997 shares in 2006 and 2005, respectively
    
    
    (100,690
    )
    
    
    (100,690
    )Total shareholders equity
    
    
    1,690,956
    
    
    
    1,233,970Total liabilities and shareholders equity
    
    $
    1,921,419
    
    
    $
    1,490,306
 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 F-3




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##### Table of Contents



BARR PHARMACEUTICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended June 30,(in thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004Revenues:Product sales
    
    $
    1,168,678
    
    
    $
    1,030,174
    
    
    $
    1,296,709Alliance, development and other revenue
    
    
    145,787
    
    
    
    17,225
    
    
    
    12,379Total revenues
    
    
    1,314,465
    
    
    
    1,047,399
    
    
    
    1,309,088Costs and expenses:Cost of sales
    
    
    352,118
    
    
    
    304,080
    
    
    
    632,745Selling, general and administrative
    
    
    334,771
    
    
    
    298,908
    
    
    
    314,500Research and development
    
    
    140,158
    
    
    
    128,384
    
    
    
    168,995Earnings from operations
    
    
    487,418
    
    
    
    316,027
    
    
    
    192,848Interest income
    
    
    18,851
    
    
    
    11,449
    
    
    
    5,768Interest expense
    
    
    489
    
    
    
    1,463
    
    
    
    2,643Other income (expense)
    
    
    17,168
    
    
    
    3,863
    
    
    
    (1,533
    )Earnings before income taxes
    
    
    522,948
    
    
    
    329,876
    
    
    
    194,440Income tax expense
    
    
    186,471
    
    
    
    114,888
    
    
    
    71,337Net earnings
    
    $
    336,477
    
    
    $
    214,988
    
    
    $
    123,103Earnings per common share  basic
    
    $
    3.20
    
    
    $
    2.08
    
    
    $
    1.21Earnings per common share  diluted
    
    $
    3.12
    
    
    $
    2.03
    
    
    $
    1.15Weighted average shares
    
    
    105,129
    
    
    
    103,180
    
    
    
    101,823Weighted average shares  diluted
    
    
    107,798
    
    
    
    106,052
    
    
    
    106,661
 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 F-4




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##### Table of Contents



BARR PHARMACEUTICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Additional
    
    
    
    
    
    
    AccumulatedAdditional
    
    
    Paid
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid
    
    
    in Capital -
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury Stock
    
    
    Shareholders(in thousands, except shares)
    
    Shares
    
    
    Amount
    
    
    in Capital
    
    
    Warrants
    
    
    Earnings
    
    
    Income / (Loss)
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance, July 1, 2003
    
    
    67,066,196
    
    
    $
    671
    
    
    $
    309,583
    
    
    $
    16,418
    
    
    $
    542,210
    
    
    $
    (179
    )
    
    
    280,398
    
    
    $
    (708
    )
    
    $
    867,995Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,103Reclassification adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179
    
    
    
    
    
    
    
    
    
    
    
    179Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,282Tax benefit of stock incentive plans
and warrants
    
    
    
    
    
    
    
    
    
    
    25,262
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,262Issuance of common stock for
exercised stock options and
employees stock purchase plans
    
    
    1,456,808
    
    
    
    14
    
    
    
    25,784
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,798Issuance of common stock for
exercised warrants
    
    
    2,340,610
    
    
    
    23
    
    
    
    16,395
    
    
    
    (16,418
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0Stock split (3-for-2)
    
    
    34,052,489
    
    
    
    341
    
    
    
    
    
    
    
    
    
    
    
    (632
    )
    
    
    
    
    
    
    140,199
    
    
    
    
    
    
    
    (291
    )Balance, June 30, 2004
    
    
    104,916,103
    
    
    
    1,049
    
    
    
    377,024
    
    
    
    
    
    
    
    664,681
    
    
    
    
    
    
    
    420,597
    
    
    
    (708
    )
    
    
    1,042,046Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,988
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,988Unrealized loss on marketable
securities, net of tax of $320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (561
    )
    
    
    
    
    
    
    
    
    
    
    (561
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,427Tax benefit of stock incentive plans
and warrants
    
    
    
    
    
    
    
    
    
    
    56,212
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,212Issuance of common stock for
exercised stock options and
employees stock purchase plans
    
    
    1,136,141
    
    
    
    11
    
    
    
    18,506
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,517Issuance of common stock for
exercised warrants
    
    
    288,226
    
    
    
    3
    
    
    
    2,747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,750Purchases of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,552,400
    
    
    
    (99,982
    )
    
    
    (99,982
    )Balance, June 30, 2005
    
    
    106,340,470
    
    
    
    1,063
    
    
    
    454,489
    
    
    
    
    
    
    
    879,669
    
    
    
    (561
    )
    
    
    2,972,997
    
    
    
    (100,690
    )
    
    
    1,233,970Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,477
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,477Unrealized gain on marketable
securities, net of tax of $106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184
    
    
    
    
    
    
    
    
    
    
    
    184Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,661Tax benefit of stock incentive plans
and warrants
    
    
    
    
    
    
    
    
    
    
    29,026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,026Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    27,092
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,092Issuance of common stock for
exercised stock options and
employees stock purchase plans
    
    
    2,838,738
    
    
    
    29
    
    
    
    64,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,207Balance, June 30, 2006
    
    
    109,179,208
    
    
    $
    1,092
    
    
    $
    574,785
    
    
    $
    
    
    
    $
    1,216,146
    
    
    $
    (377
    )
    
    
    2,972,997
    
    
    $
    (100,690
    )
    
    $
    1,690,956
 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 F-5




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##### Table of Contents



BARR PHARMACEUTICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended June 30,(in thousands)
    
    2006
    
    
    2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    336,477
    
    
    $
    214,988
    
    
    $
    123,103Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization
    
    
    61,979
    
    
    
    40,820
    
    
    
    32,059Stock-based compensation expense
    
    
    27,092
    
    
    
    
    
    
    
    Deferred income tax expense (benefit)
    
    
    34,739
    
    
    
    7,100
    
    
    
    (44,330
    )Write-off of intangible asset
    
    
    
    
    
    
    
    
    
    
    22,333Provision for losses on loans to Natural Biologics
    
    
    
    
    
    
    1,050
    
    
    
    16,079Gain on derivative instrument
    
    
    (10,300
    )
    
    
    
    
    
    
    Other
    
    
    (8,768
    )
    
    
    2,480
    
    
    
    17,699Tax benefit of stock incentive plans and warrants
    
    
    
    
    
    
    39,846
    
    
    
    25,262Write-off of in-process research and development associated with acquisitions
    
    
    
    
    
    
    
    
    
    
    45,900Changes in assets and liabilities:(Increase) decrease in:Accounts receivable and other receivables, net
    
    
    (85,652
    )
    
    
    36,678
    
    
    
    34,671Inventories, net
    
    
    24,598
    
    
    
    12,614
    
    
    
    13,771Prepaid expenses
    
    
    (2,929
    )
    
    
    6,396
    
    
    
    (8,052
    )Other assets
    
    
    (2,540
    )
    
    
    6,668
    
    
    
    (201
    )Increase (decrease) in:Accounts payable, accrued liabilities and other liabilities
    
    
    (43,340
    )
    
    
    1,169
    
    
    
    (29,018
    )Income taxes payable
    
    
    (4,017
    )
    
    
    (6,774
    )
    
    
    8,823Net cash provided by operating activities
    
    
    327,339
    
    
    
    363,035
    
    
    
    258,099CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (61,000
    )
    
    
    (55,157
    )
    
    
    (46,907
    )Acquisitions, net of cash acquired
    
    
    (378,430
    )
    
    
    (46,500
    )
    
    
    (90,563
    )Purchases of derivative instrument
    
    
    (48,900
    )
    
    
    
    
    
    
    Purchases of marketable securities
    
    
    (2,120,480
    )
    
    
    (1,220,869
    )
    
    
    (1,126,043
    )Sales of marketable securities
    
    
    2,108,979
    
    
    
    1,152,485
    
    
    
    1,001,130Other
    
    
    (6,644
    )
    
    
    (6,990
    )
    
    
    (4,935
    )Net cash used in investing activities
    
    
    (506,475
    )
    
    
    (177,031
    )
    
    
    (267,318
    )CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on long-term debt and capital leases
    
    
    (5,468
    )
    
    
    (20,004
    )
    
    
    (8,522
    )Principal payment on note assumed in acquisition
    
    
    
    
    
    
    
    
    
    
    (6,500
    )Purchase of treasury stock
    
    
    
    
    
    
    (99,982
    )
    
    
    Tax benefits of stock incentives
    
    
    29,026
    
    
    
    
    
    
    
    Proceeds from exercise of stock options, employee stock purchases and warrants
    
    
    64,207
    
    
    
    21,267
    
    
    
    25,798Other
    
    
    
    
    
    
    
    
    
    
    (291
    )Net cash provided by (used in) financing activities
    
    
    87,765
    
    
    
    (98,719
    )
    
    
    10,485(Decrease) increase in cash and cash equivalents
    
    
    (91,371
    )
    
    
    87,285
    
    
    
    1,266Cash and cash equivalents at beginning of period
    
    
    115,793
    
    
    
    28,508
    
    
    
    27,242Cash and cash equivalents at end of period
    
    $
    24,422
    
    
    $
    115,793
    
    
    $
    28,508SUPPLEMENTAL CASH FLOW DATA:Cash paid during the period:Interest, net of portion capitalized
    
    $
    351
    
    
    $
    1,458
    
    
    $
    2,658Income taxes
    
    $
    126,723
    
    
    $
    74,711
    
    
    $
    80,733
 SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 F-6




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##### Table of Contents



BARR PHARMACEUTICALS, INC. AND SUBSIDARIES
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except for share and per share amounts)
 (1) Summary of Significant Accounting Policies
 (a) Principles of Consolidation and Other Matters
   (b) Use of Estimates in the Preparation of Financial Statements
  (c) Revenue Recognition
    F-7




---



##### Table of Contents



(d) Sales Returns and Allowances
  (e) Stock-Based Compensation
  (f) Research and Development
  (g) Advertising and Promotion Costs
  (h) Income Taxes
  F-8




---



##### Table of Contents



(i) Earnings Per Share
  (In thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004Numerator for basic and diluted
earnings per share -
Net earnings
    
    $
    336,477
    
    
    $
    214,988
    
    
    $
    123,103Earnings per common share  basic:Numerator: Net earnings
    
    $
    336,477
    
    
    $
    214,988
    
    
    $
    123,103Denominator: Weighted average shares
    
    
    105,129
    
    
    
    103,180
    
    
    
    101,823Earnings per common share  basic
    
    $
    3.20
    
    
    $
    2.08
    
    
    $
    1.21Earnings per common share  diluted:Numerator: Net earnings
    
    $
    336,477
    
    
    $
    214,988
    
    
    $
    123,103Denominator: Weighted average shares  diluted
    
    
    107,798
    
    
    
    106,052
    
    
    
    106,661Earnings per common share  diluted
    
    $
    3.12
    
    
    $
    2.03
    
    
    $
    1.15Calculation of weighted average
common shares  dilutedWeighted average shares
    
    
    105,129
    
    
    
    103,180
    
    
    
    101,823Effect of dilutive options and warrants
    
    
    2,669
    
    
    
    2,872
    
    
    
    4,838Weighted average shares  diluted
    
    
    107,798
    
    
    
    106,052
    
    
    
    106,661Not included in the calculation of diluted earnings per
share because their impact is antidilutive:Stock options outstanding
    
    
    66
    
    
    
    84
    
    
    
    57
 (j) Cash and Cash Equivalents
  (k) Marketable Securities
  (l) Inventories
  F-9




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##### Table of Contents



(m) Venture Funds
  (n) Credit and Market Risk
  (o) Fair Value of Financial Instruments
      (p) Derivative Instruments
  (q) Property, Plant and Equipment
  (r) Acquisitions and Related Amortization Expense
  F-10




---



##### Table of Contents



(s) Asset Impairment
  (t) Contingencies
  (u) New Accounting Pronouncements
   F-11




---



##### Table of Contents



(2) Acquisitions and Business Combinations
 Fiscal 2006 Acquisitions
 FEI Womens Health, LLC
 ®
 Business Combinations,
 F-12




---



##### Table of Contents



Current assets (excluding cash)
    
    $
    30,876Property and equipment
    
    
    1,955Intangible
asset - ParaGard T 380A IUD
    
    
    256,000Goodwill
    
    
    29,921Other assets
    
    
    4,677Total assets acquired
    
    $
    323,429Current liabilities
    
    
    10,780Other liabilities
    
    
    22,919Total liabilities assumed
    
    
    33,699Net assets acquired
    
    $
    289,730Cash paid net of cash acquired
    
    $
    289,730
  Goodwill and Other Intangible Assets
  Barr Pharmaceuticals, Inc. and Subsidiaries
Pro Forma Condensed Combined Consolidated Statements of Operations
(in thousands, except per share amounts)
 Year Ended June 30,2006
    
    
    
    
    
    
    2005Revenues
    
    
    (1
    )
    
    $
    1,337,603
    
    
    
    (4
    )
    
    $
    1,098,298Earnings from operations
    
    
    (2
    )
    
    
    492,233
    
    
    
    (5
    )
    
    
    301,010Net earnings
    
    
    (3
    )
    
    
    338,042
    
    
    
    (6
    )
    
    
    201,688Earnings per common share  basic
    
    
    
    
    
    $
    3.22
    
    
    
    
    
    
    $
    1.95Earnings per common share  diluted
    
    
    
    
    
    $
    3.14
    
    
    
    
    
    
    $
    1.90Weighted average shares
    
    
    
    
    
    
    105,129
    
    
    
    
    
    
    
    103,180Weighted average shares  diluted
    
    
    
    
    
    
    107,798
    
    
    
    
    
    
    
    106,052
 F-13




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##### Table of Contents



(1)
    
    This amount includes $23,138 of FEI pre-acquisition net revenues for the period July 1, 2005
thru November 9, 2005.(2)
    
    This amount includes amortization expense of $5,607 for the intangible asset that was
acquired and a charge for the amount of the step-up in inventory to fair value of $20,741.(3)
    
    This amount includes an add back of $671 for interest expense paid before the acquisition and
a charge for reduced interest income of $2,379 relating to the reduction of available funds to
be invested due to the acquisition.(4)
    
    This amount includes $50,899 of FEI net revenues for the twelve months ended June 30, 2005.(5)
    
    This amount includes amortization expense of $5,544 for the intangible asset that was
acquired and a charge for the amount of the step-up in inventory to fair value of $25,793.(6)
    
    This amount includes an add back of $2,663 for interest expense paid before the acquisition
and a charge for reduced interest income of $5,406 relating to the reduction of available
funds to be invested due to the acquisition. Products from Organon Ltd., Organon USA Inc. and Savient Pharmaceuticals, Inc.
 Accounting for Contingencies
  Fiscal 2005 and 2004 Acquisitions
 Urinary Incontinence Product
  Endeavor Pharmaceuticals, Inc .
  F-14




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##### Table of Contents



Womens Capital Corporation
 ®
 Certain Assets from Gynétics, Inc.
  Products from Galen (Chemicals) Limited
  Buy-out
of Royalty Interest from Eastern Virginia Medical School
  Products from King Pharmaceuticals, Inc.
  (3) Derivative Instruments
 
 F-15




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##### Table of Contents



(4) Accounts
Receivable, net
  June 30,2006
    
    
    2005Trade accounts receivable
    
    $
    357,268
    
    
    $
    296,994Other trade receivables
    
    
    6,055
    
    
    
    5,549Subtotal
    
    
    363,323
    
    
    
    302,543Less: allowances
    
    
    137,297
    
    
    
    142,484Accounts receivable, net
    
    $
    226,026
    
    
    $
    160,059
 (5) Inventories, net
  June 30,2006
    
    
    2005Raw materials and supplies
    
    $
    86,239
    
    
    $
    79,120Work-in-process
    
    
    22,063
    
    
    
    16,405Finished goods
    
    
    25,964
    
    
    
    42,113Total inventories, net
    
    $
    134,266
    
    
    $
    137,638
  (6) Property, plant and equipment, net
  June 30,2006
    
    
    2005Land
    
    $
    8,317
    
    
    $
    7,461Buildings and improvements
    
    
    140,149
    
    
    
    135,737Machinery and equipment
    
    
    253,088
    
    
    
    189,906Leasehold improvements
    
    
    9,345
    
    
    
    8,414Construction in progress
    
    
    28,723
    
    
    
    37,584439,622
    
    
    
    379,102Less: accumulated depreciation and amortization
    
    
    163,662
    
    
    
    129,617Total plant, property and equipment, net
    
    $
    275,960
    
    
    $
    249,485
  F-16




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##### Table of Contents



(7) Marketable Securities
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueJune 30,
2006Debt securities
    
    $
    588,421
    
    
    $
    
    
    
    $
    (592
    )
    
    $
    587,829Equity securities
    
    
    7,785
    
    
    
    
    
    
    
    
    
    
    
    7,785$
    596,206
    
    
    $
    
    
    
    $
    (592
    )
    
    $
    595,614June 30, 2005Debt securities
    
    $
    576,687
    
    
    $
    
    
    
    $
    (881
    )
    
    $
    575,806Equity securities
    
    
    5,449
    
    
    
    
    
    
    
    
    
    
    
    5,449$
    582,136
    
    
    $
    
    
    
    $
    (881
    )
    
    $
    581,255
    (8) Goodwill and Other Intangible Assets
  June 30,2006
    
    
    2005Goodwill
    
    $
    47,920
    
    
    $
    17,998Product licenses
    
    $
    45,350
    
    
    $
    45,600Product rights and related intangibles
    
    
    415,745
    
    
    
    70,796461,095
    
    
    
    116,396Less: accumulated amortization
    
    
    (43,837
    )
    
    
    (18,053
    )Intangible assets, net
    
    $
    417,258
    
    
    $
    98,343
    F-17




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##### Table of Contents



Year Ending June 30,2007
    
    $
    34,9202008
    
    
    32,6582009
    
    
    24,7722010
    
    
    22,8622011
    
    
    21,757
  (9) Solvay Arbitration Award
 ®
 (10) Accrued liabilities
  June 30,2006
    
    
    2005Profit splits due to third parties
    
    $
    22,007
    
    
    $
    23,158Payroll, taxes & benefits
    
    
    21,283
    
    
    
    19,184Medicaid obligations
    
    
    12,167
    
    
    
    10,060Managed care rebates
    
    
    10,370
    
    
    
    7,460Legal settlement
    
    
    
    
    
    
    63,238Other
    
    
    33,386
    
    
    
    28,788Total accrued liabilities
    
    $
    99,213
    
    
    $
    151,888
 (11) Long-term Debt
  F-18




---



##### Table of Contents



June 30,2006
    
    
    2005Senior Unsecured Notes (a)
    
    $
    8,000
    
    
    $
    12,000Note Due to WCC Shareholders (b)
    
    
    6,500
    
    
    
    6,50014,500
    
    
    
    18,500Less: Current installments of long-term debt
    
    
    (8,000
    )
    
    
    (4,000
    )Total long-term debt
    
    $
    6,500
    
    
    $
    14,500
 
 (a)
    
    The Senior Unsecured Notes consists of an $8,000, 7.01% Note due November 18, 2006. Remaining
principal payments under the Note amount to $8,000 and are expected to be paid in the next
twelve months.The Senior Unsecured Note contains certain covenants including, among others, a restriction on
dividend payments in excess of $10,000 plus 75% of consolidated net earnings subsequent to June
30, 1997.(b)
    
    In February 2004, the Company acquired all of the outstanding shares of WCC. In connection
with that acquisition, a four-year $6,500 promissory note was issued to WCC. The note bears
interest at 2%. The entire principal amount and all accrued interest is payable on February
25, 2008.
   Years Ending June 30,2007
    
    $
    8,0002008
    
    
    6,5002009
    
    
    2010
    
    
    2011 and thereafter
    
    
    
 (12) Related-party Transactions
 Dr. Bernard
C. Sherman and Jack M. Kay
   F-19




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##### Table of Contents



Year Ended June 30,2006
    
    
    2005
    
    
    2004Purchases from the Sherman Companies
    
    $
    4,931
    
    
    $
    5,575
    
    
    $
    2,808Sales to the Sherman Companies
    
    $
    15,802
    
    
    $
    10,149
    
    
    $
    9,486Recovery of shared litigation costs
included in operating expenses
    
    $
    13
    
    
    $
    77
    
    
    $
    1,004Profit split charged to cost of goods
    
    $
    586
    
    
    $
    1,027
    
    
    $
    3,680Royalty revenue
    
    $
    557
    
    
    $
    216
    
    
    $
    295
  (13) Income Taxes
  Year Ended June 30,2006
    
    
    2005
    
    
    2004Current:Federal
    
    $
    135,362
    
    
    $
    101,355
    
    
    $
    101,477State
    
    
    16,370
    
    
    
    6,482
    
    
    
    18,097$
    151,732
    
    
    $
    107,837
    
    
    $
    119,574Deferred:Federal
    
    $
    30,780
    
    
    $
    4,441
    
    
    $
    (41,348
    )State
    
    
    3,959
    
    
    
    2,610
    
    
    
    (6,889
    )34,739
    
    
    
    7,051
    
    
    
    (48,237
    )Total
    
    $
    186,471
    
    
    $
    114,888
    
    
    $
    71,337
  Year Ended June 30,2006
    
    
    2005
    
    
    2004Federal income taxes at statutory rate
    
    $
    183,032
    
    
    $
    115,457
    
    
    $
    68,054State income
taxes, net of federal income tax effect
    
    
    14,099
    
    
    
    9,092
    
    
    
    6,687Tax credits
    
    
    (2,778
    )
    
    
    (6,900
    )
    
    
    (5,900
    )Domestic Manufacturers Deduction (IRC Section 199)
    
    
    (3,661
    )
    
    
    
    
    
    
    Write-off of in-process research and development
    
    
    
    
    
    
    
    
    
    
    3,605Other, net
    
    
    (4,221
    )
    
    
    (2,761
    )
    
    
    (1,109
    )Total
    
    $
    186,471
    
    
    $
    114,888
    
    
    $
    71,337
  F-20




---



##### Table of Contents



June 30,2006
    
    
    2005Deferred tax assets:Net operating loss
    
    $
    3,008
    
    
    $
    3,677Receivable reserves
    
    
    16,541
    
    
    
    17,833Inventory
    
    
    3,820
    
    
    
    2,865Warrants issued
    
    
    14,844
    
    
    
    16,366
    *Capital loss carryforward
    
    
    
    
    
    
    2,864Amortization of intangibles/goodwill
    
    
    35,593
    
    
    
    60,467Deferred revenue
    
    
    5,366
    
    
    
    7,239Stock Compensation
    
    
    6,966
    
    
    
    Investments
    
    
    215
    *
    
    
    320
    *Solvay litigation
    
    
    
    
    
    
    4,003Other
    
    
    461
    
    
    
    7,108Total deferred tax assets
    
    
    86,814
    
    
    
    122,742Deferred tax liabilities:Plant and equipment
    
    
    (27,857
    )
    
    
    (24,905
    )Other
    
    
    (2,312
    )
    
    
    (3,452
    )Total deferred tax liabilities
    
    
    (30,169
    )
    
    
    (28,357
    )Less valuation allowance
    
    
    (761
    )
    
    
    (3,657
    )Net deferred tax asset
    
    $
    55,884
    
    
    $
    90,728
 
 *
    
    changes reflected directly in equity   (14) Stockholders Equity /Stock-Based Compensation
 Share-Based Payment
 F-21




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##### Table of Contents



Accounting for Stock Issued to
Employees,
  (in thousands, expect per share data)
            
    Year Ended June 30,2005
    
    
    2004NET EARNINGS, AS REPORTED
    
    
    
    $
    214,988
    
    
    $
    123,103Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects
    
    
    
    
    20,178
    
    
    
    13,747PRO FORMA NET EARNINGS
    
    
    
    $
    194,810
    
    
    $
    109,356EARNINGS PER SHARE:Basic  as reported
    
    
    
    $
    2.08
    
    
    $
    1.21Basic  pro forma
    
    
    
    $
    1.89
    
    
    $
    1.07Diluted  as reported
    
    
    
    $
    2.03
    
    
    $
    1.15Diluted  pro forma
    
    
    
    $
    1.84
    
    
    $
    1.03
  F-22




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##### Table of Contents



Year Ended June 30,2006
    
    2005
    
    2004Average expected term (years)
    
    
    5.0
    
    
    
    3.3
    
    
    
    3.5Weighted average risk-free interest rate
    
    
    3.76
    %
    
    
    2.40
    %
    
    
    2.20
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Volatility
    
    
    36.85
    %
    
    
    48.22
    %
    
    
    54.15
    %Weighted
average grant date fair value
    
    $
    18.57
    
    
    $
    12.90
    
    
    $
    17.79
  Employee Stock Compensation Plans
     F-23




---



##### Table of Contents



Number of
    
    
    
    
    
    
    Weighted-Average
    
    
    AggregateOption/SARs
    
    
    Weighted-Average
    
    
    Remaining
    
    
    IntrinsicAwards
    
    
    Exercise Price
    
    
    Contractual Life
    
    
    ValueOutstanding at June 30, 2005
    
    
    8,221,058
    
    
    
    $  28.96Granted
    
    
    1,620,000
    
    
    
    48.04Forfeited
    
    
    (138,019
    )
    
    
    42.59Exercised
    
    
    (2,710,082
    )
    
    
    22.21Outstanding at June 30, 2006
    
    
    6,992,957
    
    
    
    $  35.72
    
    
    
    6.82
    
    
    $
    87,667Available for grant (20,067,188 authorized)
    
    
    2,987,311Exercisable at June 30, 2006
    
    
    4,125,538
    
    
    
    $  30.36
    
    
    
    5.67
    
    
    $
    72,925
  Non-Employee Directors Stock Option Plans
   F-24




---



##### Table of Contents



Weighted-Average
    
    AggregateNumber of

    
    Weighted-Average
    
    Remaining
    
    IntrinsicOptions
    
    Exercise Price
    
    Contractual Life
    
    ValueOutstanding at June 30, 2005
    
    
    630,021
    
    
    $
    25.68Granted
    
    
    60,000
    
    
    
    57.35Forfeited
    
    
    
    
    
    
    Exercised
    
    
    (37,368
    )
    
    
    12.40Outstanding at June 30, 2006
    
    
    652,653
    
    
    $
    29.35
    
    
    
    5.21
    
    
    $
    12,816Available for Grant (2,798,438 authorized)
    
    
    846,469Exercisable at June 30, 2006
    
    
    592,653
    
    
    $
    26.52
    
    
    
    4.79
    
    
    $
    12,816
  Employee Stock Purchase Plan
  Warrants
  F-25




---



##### Table of Contents



(15) Savings and Retirement
      F-26




---



##### Table of Contents



(16) Other Income (Expense), Net
  Year Ended June 30,2006
    
    
    2005
    
    
    2004Proceeds from insurance settlement
    
    $
    
    
    
    $
    4,600
    
    
    $
    Gain (loss) in venture funds
    
    
    5,223
    
    
    
    (796
    )
    
    
    (1,346
    )Gain on foreign currency option
    
    
    10,300
    
    
    
    
    
    
    
    Other income (expense)
    
    
    1,645
    
    
    
    59
    
    
    
    (187
    )Total other income (expense), net
    
    $
    17,168
    
    
    $
    3,863
    
    
    $
    (1,533
    )
 (17) Commitments and Contingencies
 Leases
  Year Ended June 30,2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterOperating leases
    
    $
    4,188
    
    
    $
    3,561
    
    
    $
    3,464
    
    
    $
    3,356
    
    
    $
    3,340
    
    
    $
    12,825Capital leases
    
    
    856
    
    
    
    204
    
    
    
    95
    
    
    
    32
    
    
    
    
    
    
    
    Minimum lease payments
    
    $
    5,044
    
    
    $
    3,765
    
    
    $
    3,559
    
    
    $
    3,388
    
    
    $
    3,340
    
    
    $
    12,825
 Investment in Venture Funds
  Employment Agreements
  Product Liability Insurance
   F-27




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Indemnity Provisions
  ®
  Litigation Settlement
  Litigation Matters
   F-28




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Patent Matters
 Desmopressin Acetate Suit
  en banc
 Fexofenadine Hydrochloride Suit
      F-29




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##### Table of Contents



Product Liability Matters
 Hormone Therapy Litigation
   Antitrust Matters
 Ciprofloxacin (Cipro®) Antitrust Class Actions
   F-30




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##### Table of Contents



en banc en banc
   Tamoxifen Antitrust Class Actions
 en banc
  Ovcon Antitrust Proceedings
   F-31




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##### Table of Contents



Provigil Antitrust Proceedings
 ®
   Medicaid Reimbursement Cases
     F-32




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Breach of Contract Action
  Other Litigation
  Government Inquiries
  (18) Segment Reporting
  Generic Pharmaceuticals
   Proprietary Pharmaceuticals
  F-33




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##### Table of Contents



Product
    
    2006
    
    
    % of sales
    
    
    2005
    
    
    % of sales
    
    
    2004
    
    
    % of salesProduct sales:Proprietary
    
    $
    329,858
    
    
    
    28
    %
    
    $
    278,786
    
    
    
    27
    %
    
    $
    146,087
    
    
    
    11
    %Generic
    
    
    838,820
    
    
    
    72
    %
    
    
    751,388
    
    
    
    73
    %
    
    
    1,150,622
    
    
    
    89
    %Total product sales
    
    $
    1,168,678
    
    
    
    100
    %
    
    $
    1,030,174
    
    
    
    100
    %
    
    $
    1,296,709
    
    
    
    100
    %Gross profit:
    
    
    
    
    
    Margin %
    
    
    
    
    
    Margin %
    
    
    
    
    
    Margin %Proprietary
    
    $
    263,672
    
    
    
    80
    %
    
    $
    239,516
    
    
    
    86
    %
    
    $
    117,994
    
    
    
    81
    %Generic
    
    
    552,888
    
    
    
    66
    %
    
    
    486,578
    
    
    
    65
    %
    
    
    545,970
    
    
    
    47
    %Total gross profit
    
    $
    816,560
    
    
    
    70
    %
    
    $
    726,094
    
    
    
    70
    %
    
    $
    663,964
    
    
    
    51
    %
 (19) Subsequent Events (unaudited);
 Proposed
PLIVA Acquisition
  Senior Credit Facility
  Shire Product Acquisition, Development and Settlement Agreements
 ®
 F-34




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®
  
  F-35




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##### Table of Contents



(20) Quarterly Data (Unaudited)
  Three Month Period EndedSept. 30
    
    
    Dec. 31
    
    
    Mar. 31
    
    
    Jun. 30FISCAL YEAR 2006:Total revenues
    
    $
    310,439
    
    
    $
    325,517
    
    
    $
    326,841
    
    
    $
    351,668Cost of sales
    
    
    80,062
    
    
    
    83,732
    
    
    
    89,642
    
    
    
    98,682Net earnings
    
    
    83,243
    
    
    
    94,884
    
    
    
    76,096
    
    
    
    82,254Earnings per
common share  basic (1)
    
    $
    0.80
    
    
    $
    0.91
    
    
    $
    0.72
    
    
    $
    0.77Earnings per common share  diluted (1)
    
    $
    0.78
    
    
    $
    0.88
    
    
    $
    0.70
    
    
    $
    0.76PRICE RANGE OF COMMON STOCKHigh
    
    $
    55.08
    
    
    $
    63.60
    
    
    $
    70.25
    
    
    $
    64.51Low
    
    $
    45.00
    
    
    $
    53.53
    
    
    $
    60.83
    
    
    $
    47.24FISCAL YEAR 2005:Total revenues
    
    $
    244,508
    
    
    $
    257,369
    
    
    $
    265,007
    
    
    $
    280,515Cost of sales
    
    
    69,638
    
    
    
    78,059
    
    
    
    77,653
    
    
    
    78,730Net earnings
    
    
    52,135
    
    
    
    59,387
    
    
    
    61,345
    
    
    
    42,121Earnings per
common share  basic (1)
    
    $
    0.50
    
    
    $
    0.58
    
    
    $
    0.60
    
    
    $
    0.41Earnings per common share  diluted (1)
    
    $
    0.49
    
    
    $
    0.56
    
    
    $
    0.58
    
    
    $
    0.40PRICE RANGE OF COMMON STOCKHigh
    
    $
    42.80
    
    
    $
    46.90
    
    
    $
    50.45
    
    
    $
    54.29Low
    
    $
    32.01
    
    
    $
    35.07
    
    
    $
    43.71
    
    
    $
    47.00
 
 (1)
    
    The sum of the individual quarters may not equal the full year amounts due to the effects
of the market prices in the application of the treasury stock method.
During its two most
recent fiscal years, the Company did not pay any cash dividends. F-36




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SCHEDULE II
 BARR PHARMACEUTICALS, INC.
 VALUATION AND QUALIFYING ACCOUNTS
 Balance at
    
    Additions,Beginning
    
    Costs and
    
    Deductions,
    
    Balance at(In thousands)
    
    of Year
    
    Expenses
    
    Write-offs
    
    End of YearAccounts
receivable reserves:Year Ended June 30, 2004
    
    
    134,653
    
    
    
    460,665
    
    
    
    (456,853
    )
    
    
    138,465Year Ended June 30, 2005
    
    
    138,465
    
    
    
    559,786
    
    
    
    (555,767
    )
    
    
    142,484Year Ended June 30, 2006
    
    
    142,484
    
    
    
    646,844
    
    
    
    (652,031
    )
    
    
    137,297Inventory reserves:Year Ended June 30, 2004
    
    
    13,201
    
    
    
    17,058
    
    
    
    (6,349
    )
    
    
    23,910Year Ended June 30, 2005
    
    
    23,910
    
    
    
    2,787
    
    
    
    (13,282
    )
    
    
    13,415Year Ended June 30, 2006
    
    
    13,415
    
    
    
    21,185
    
    
    
    (9,879
    )
    
    
    24,721
 F-37