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SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
WASHINGTON, D. C. 20549
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(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994. COMMISSION FILE NUMBER 1-2189
ABBOTT LABORATORIES
[LOGO]
AN ILLINOIS CORPORATION 36-0698440
(I.R.S. employer identification number)
100 ABBOTT PARK ROAD (708) 937-6100
ABBOTT PARK, ILLINOIS 60064-3500 (telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
TITLE OF EACH CLASS
Common Shares, Without Par Value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS.
YES __X__ NO _____
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE BEST
OF THE REGISTRANT'S KNOWLEDGE, IN THE PROXY STATEMENT INCORPORATED BY REFERENCE
IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [ ]
THE AGGREGATE MARKET VALUE OF THE 733,819,146 SHARES OF VOTING STOCK HELD BY
NONAFFILIATES OF THE REGISTRANT, COMPUTED BY USING THE CLOSING PRICE AS REPORTED
ON THE CONSOLIDATED TRANSACTION REPORTING SYSTEM FOR ABBOTT LABORATORIES COMMON
SHARES WITHOUT PAR VALUE ON JANUARY 31, 1995, WAS APPROXIMATELY $25,958,852,290.
NUMBER OF COMMON SHARES OUTSTANDING AS OF JANUARY 31, 1995: 801,879,751.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE ABBOTT LABORATORIES ANNUAL REPORT FOR THE YEAR ENDED DECEMBER
31, 1994 ARE INCORPORATED BY REFERENCE INTO PARTS I, II, AND IV.
PORTIONS OF THE 1995 ABBOTT LABORATORIES PROXY STATEMENT ARE INCORPORATED BY
REFERENCE INTO PART III.
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PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Abbott Laboratories is an Illinois corporation, incorporated in 1900. The
Company's* principal business is the discovery, development, manufacture, and
sale of a broad and diversified line of health care products and services.
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS,
GEOGRAPHIC AREAS, AND CLASSES OF SIMILAR PRODUCTS
Incorporated herein by reference is the footnote entitled "Industry Segment
and Geographic Area Information" of the Consolidated Financial Statements in the
Abbott Laboratories Annual Report for the year ended December 31, 1994 (1994
Annual Report), filed as an exhibit to this report. Also incorporated herein by
reference is the text and table of sales by class of similar products included
in the section of the 1994 Annual Report captioned "Financial Review."
NARRATIVE DESCRIPTION OF BUSINESS
PHARMACEUTICAL AND NUTRITIONAL PRODUCTS
Included in this segment is a broad line of adult and pediatric
pharmaceuticals and nutritionals. These products are sold primarily on the
prescription or recommendation of physicians or other health care professionals.
The segment also includes agricultural and chemical products, bulk
pharmaceuticals, and consumer products.
Principal pharmaceutical and nutritional products include the
anti-infectives clarithromycin, sold in the United States under the trademark
Biaxin-Registered Trademark- and outside the United States primarily under the
trademark Klacid-Registered Trademark-, and tosufloxacin, sold in Japan under
the trademark Tosuxacin-TM-; various forms of the antibiotic erythromycin, sold
primarily as PCE-Registered Trademark- or polymer coated erythromycin,
Erythrocin-Registered Trademark-, and E.E.S.-Registered Trademark-; agents for
the treatment of epilepsy, including Depakote-Registered Trademark-; a broad
line of cardiovascular products, including Loftyl-Registered Trademark-, a
vasoactive agent sold outside the United States; Hytrin-Registered Trademark-,
used as an anti-hypertensive and for the treatment of benign prostatic
hyperplasia; Abbokinase-Registered Trademark-, a thrombolytic drug;
Survanta-Registered Trademark-, a bovine derived lung surfactant; various forms
of prepared infant formula, including Similac-Registered Trademark-,
Isomil-Registered Trademark-, Alimentum-Registered Trademark-, Toddler's
Best-TM-, and NeoCare-TM-; and other medical and pediatric nutritionals,
including Ensure-Registered Trademark-, Ensure Plus-Registered Trademark-,
Ensure-Registered Trademark- High Protein, Jevity-Registered Trademark-,
Glucerna-Registered Trademark-, Advera-Registered Trademark-,
PediaSure-Registered Trademark-, Pedialyte-Registered Trademark-,
Pulmocare-Registered Trademark- and Gain-Registered Trademark-. Consumer
products include the dandruff shampoo Selsun Blue-Registered Trademark-;
Murine-Registered Trademark- eye care and ear care products;
Tronolane-Registered Trademark- hemorrhoid medication; and
Faultless-Registered Trademark- rubber sundry products. Agricultural, animal
health, and chemical products include plant growth regulators, including
ProGibb-Registered Trademark-; herbicides; larvicides, including
VectoBac-Registered Trademark-; and biologically derived insecticides, including
DiPel-Registered Trademark- and XenTari-Registered Trademark-.
Pharmaceutical and nutritional products are generally sold directly to
retailers, wholesalers, health care facilities, and government agencies. In most
cases, they are distributed from Company-owned distribution centers or public
warehouses. Certain products are co-marketed with other companies. In certain
overseas countries, some of these products are marketed and distributed through
distributors. Primary marketing efforts for pharmaceutical and nutritional
products are directed toward securing the prescription or recommendation of the
Company's brand of products by physicians or other health care professionals. In
the United States managed care purchasers, for example health maintenance
organizations (HMOs) and pharmacy benefit managers, are becoming increasingly
important customers. Competition is generally from other broad line and
specialized health care manufacturers. A significant aspect of competition is
the search for technological
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* As used throughout the text of this Report, the term "Company" refers to
Abbott Laboratories, an Illinois corporation, or Abbott Laboratories and its
consolidated subsidiaries, as the context requires.
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innovations. The introduction of new products by competitors and changes in
medical practices and procedures can result in product obsolescence. In
addition, the substitution of generic drugs for the brand prescribed has
increased competitive pressures on pharmaceutical products.
Consumer products are promoted directly to the public by consumer
advertising. These products are generally sold directly to retailers and
wholesalers. Competitive products are sold by other diversified consumer and
health care companies. Competitive factors include consumer advertising,
scientific innovation, price, and availability of generic product forms.
Agricultural, animal health and chemical products are generally sold to
agricultural distributors, animal health companies and pharmaceutical companies.
Competition is primarily from large chemical, animal health and agricultural
companies. Competition is based on numerous factors depending on the market
served. Competitive factors include product performance, quality, price, and
technological advantages.
The Company is the leading worldwide producer of the antibiotic
erythromycin. Similac-Registered Trademark- is the leading infant formula
product in the United States.
Under an agreement between the Company and Takeda Chemical Industries, Ltd.
of Japan (Takeda), TAP Pharmaceuticals Inc. (TAP), owned 50 percent by the
Company and 50 percent by Takeda, develops and markets in the United States
products based on Takeda research. TAP markets Lupron-Registered Trademark-, an
LH-RH analog, and Lupron Depot-Registered Trademark-, a sustained release form
of Lupron-Registered Trademark-, in the United States. These agents are used for
the treatment of advanced prostatic cancer, endometriosis, and central
precocious puberty. The Company also has marketing rights to certain Takeda
products in select Latin American markets. The Company also markets
Lupron-Registered Trademark-, Lupron Depot-Registered Trademark-, and Lupron
Depot-Ped-Registered Trademark- in select markets outside the United States.
HOSPITAL AND LABORATORY PRODUCTS
Hospital and laboratory products include diagnostic systems for blood banks,
hospitals, commercial laboratories, and alternate-care testing sites;
intravenous and irrigation fluids and related administration equipment,
including electronic drug delivery systems; drugs and drug delivery systems;
anesthetics; critical care products; and other medical specialty products for
hospitals and alternate-care sites.
The principal products included in this segment are parenteral (intravenous
or I.V.) solutions and related administration equipment sold as the
LifeCare-Registered Trademark- line of products,
LifeShield-Registered Trademark- needleless products, and
Venoset-Registered Trademark- products; irrigating fluids; parenteral
nutritionals such as Aminosyn-Registered Trademark- and
Liposyn-Registered Trademark-; Plum-Registered Trademark- and
Omni-Flow-Registered Trademark- electronic drug delivery systems; Abbott Pain
Manager-Registered Trademark-; patient-controlled analgesia (PCA) systems;
venipuncture products; hospital injectables including
FirstChoice-Registered Trademark- generics; premixed I.V. drugs in various
containers; ADD-Vantage-Registered Trademark- and Nutrimix-Registered Trademark-
drug and nutritional delivery systems; Anne-Registered Trademark- anesthetic
infusion systems; anesthetics, including Pentothal-Registered Trademark-,
isoflurane and enflurane; Calcijex-Registered Trademark-, an injectable agent
for treatment of bone disease in hemodialysis patients; critical care products
including Opticath-Registered Trademark- for oximetry,
Transpac-Registered Trademark- for hemodynamic monitoring, and specialty cardiac
products; screening tests for hepatitis B, HTLV-1, hepatitis B core, and
hepatitis C; tests for detection of AIDS antibodies and antigens, and other
infectious disease detection systems; tests for determining levels of abused
drugs with the ADx-Registered Trademark- instrument; physiological diagnostic
tests; cancer monitoring tests including tests for prostate specific antigen;
laboratory tests and therapeutic drug monitoring systems such as
TDx-Registered Trademark-; clinical chemistry systems such as Abbott
Spectrum-Registered Trademark-, Abbott Spectrum-Registered Trademark-
EPx-Registered Trademark-, Abbott Spectrum-Registered Trademark- CCx-TM-, and
Quantum-TM-; AxSym-Registered Trademark-, Commander-Registered Trademark- and
IMx-Registered Trademark- lines of diagnostic instruments and chemical reagents
used with immunoassay diagnostics; Abbott Vision-Registered Trademark-, a
desk-top blood analyzer; the Abbott TestPack-Registered Trademark- system for
diagnostic testing; a full line of hematology systems and reagents known as the
Cell-Dyn-Registered Trademark- series; and Abbott Maestro-TM-, a data management
system.
The Company markets hospital and laboratory products in the United States
and many other countries. These products are generally distributed to
wholesalers and directly to hospitals, laboratories, and physicians' offices
from distribution centers maintained by the Company. Sales are
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also made in the home infusion services market directly to patients receiving
treatment outside the hospital through marketing arrangements with hospitals and
other health care providers. Overseas sales are made either directly to
customers or through distributors, depending on the market served.
The hospital and laboratory products industry segment is highly competitive,
both in the United States and overseas. This segment is subject to competition
in technological innovation, price, convenience of use, service, instrument
warranty provisions, product performance, long-term supply contracts, and
product potential for overall cost effectiveness and productivity gains.
Products in this segment can be subject to rapid product obsolescence. The
Company has benefitted from technological advantages of certain of its current
products; however, these advantages may be reduced or eliminated as competitors
introduce new products.
The Company is one of the leading domestic manufacturers of I.V. and
irrigating solutions and related administration equipment, parenteral
nutritional products, anesthesia products, and drug delivery systems. It is also
the worldwide leader in in vitro diagnostic products, including thyroid tests,
therapeutic drug monitoring, cancer monitoring tests, diagnostic tests for the
detection of hepatitis and AIDS antibodies, and immunodiagnostic instruments.
INFORMATION WITH RESPECT TO THE COMPANY'S BUSINESS IN GENERAL
SOURCES AND AVAILABILITY OF RAW MATERIALS
The Company purchases, in the ordinary course of business, necessary raw
materials and supplies essential to the Company's operations from numerous
suppliers in the United States and overseas. There have been no recent
availability problems or significant supply shortages.
PATENTS, TRADEMARKS, AND LICENSES
The Company is aware of the desirability for patent and trademark protection
for its products. The Company owns, has applications pending for, and is
licensed under a substantial number of patents. Accordingly, where possible,
patents and trademarks are sought and obtained for the Company's products in the
United States and all countries of major marketing interest to the Company.
Principal trademarks and the products they cover are discussed in the Narrative
Description of Business on pages 1, 2 and 3. These, and various patents which
expire during the period 1995 to 2015, in the aggregate, are believed to be of
material importance in the operation of the Company's business. Although the
Company believes that no single patent, license, trademark (or related group of
patents, licenses, or trademarks) is material in relation to the Company's
business as a whole, clarithromycin is increasingly important to the Company's
Pharmaceutical and Nutritional Products industry segment. On December 8, 1994,
the President signed the Uruguay Round Agreements Act (P.L. 103-465)
implementing the Uruguay Round of the General Agreement on Tariffs and Trade
(GATT). Prior to such implementation, the patent on clarithromycin was scheduled
to expire in the United States in 2003. The intellectual property provisions of
GATT appear to extend this expiration date to 2005.
SEASONAL ASPECTS, CUSTOMERS, BACKLOG, AND RENEGOTIATION
There are no significant seasonal aspects to the Company's business. The
incidence of certain infectious diseases which occur at various times in
different areas of the world does, however, affect the demand for the Company's
anti-infective products. Orders for the Company's products are generally filled
on a current basis, and order backlog is not material to the Company's business.
No single customer accounted for sales equaling 10 percent or more of the
Company's consolidated net sales. No material portion of the Company's business
is subject to renegotiation of profits or termination of contracts at the
election of the government.
RESEARCH AND DEVELOPMENT
The Company spent $963,516,000 in 1994, $880,974,000 in 1993, and
$772,407,000 in 1992 on research to discover and develop new products and
processes and to improve existing products and processes. The Company continues
to concentrate research expenditures in pharmaceutical and diagnostic products.
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ENVIRONMENTAL MATTERS
The Company believes that its operations comply in all material respects
with applicable laws and regulations concerning environmental protection.
Regulations under federal and state environmental laws impose stringent
limitations on emissions and discharges to the environment from various
manufacturing operations. The Company's capital and operating expenditures for
pollution control in 1994 were approximately $20 million and $41 million,
respectively. Capital and operating expenditures for pollution control are
estimated to approximate $16 million and $38 million, respectively, in 1995.
The Company is participating as one of many potentially responsible parties
in investigation and/ or remediation at nine locations in the United States and
Puerto Rico under the Comprehensive Environmental Response, Compensation, and
Liability Act, commonly known as Superfund. The aggregate costs of remediation
at these sites by all identified parties are uncertain but have been subject to
widely ranging estimates totaling as much as several hundred million dollars. In
many cases, the Company believes that the actual costs will be lower than these
estimates, and the fraction for which the Company may be responsible is
anticipated to be considerably less and will be paid out over a number of years.
The Company expects to participate in the investigation or cleanup at these
sites. The Company is also voluntarily investigating potential contamination at
five Company-owned sites, and has initiated voluntary remediation at four
Company-owned sites, in cooperation with the Environmental Protection Agency
(EPA) or similar state agencies.
While it is not feasible to predict with certainty the costs related to the
previously described investigation and cleanup activities, the Company believes
that such costs, together with other expenditures to maintain compliance with
applicable laws and regulations concerning environmental protection, should not
have a material adverse effect on the Company's financial position, cash flows,
or results of operations.
EMPLOYEES
The Company employed 49,464 persons as of December 31, 1994.
REGULATION
The development, manufacture, sale, and distribution of the Company's
products are subject to comprehensive government regulation, and the general
trend is toward more stringent regulation. Government regulation by various
federal, state, and local agencies, which includes detailed inspection of and
controls over research and laboratory procedures, clinical investigations, and
manufacturing, marketing, sampling, distribution, recordkeeping, storage and
disposal practices, substantially increases the time, difficulty, and costs
incurred in obtaining and maintaining the approval to market newly developed and
existing products. Government regulatory actions can result in the seizure or
recall of products, suspension or revocation of the authority necessary for
their production and sale, and other civil or criminal sanctions.
Continuing studies of the utilization, safety, and efficacy of health care
products and their components are being conducted by industry, government
agencies, and others. Such studies, which employ increasingly sophisticated
methods and techniques, can call into question the utilization, safety, and
efficacy of previously marketed products and in some cases have resulted, and
may in the future result, in the discontinuance of marketing of such products
and give rise to claims for damages from persons who believe they have been
injured as a result of their use.
The cost of human health care products continues to be a subject of
investigation and action by governmental agencies, legislative bodies, and
private organizations in the United States and other countries. In the United
States, most states have enacted generic substitution legislation requiring or
permitting a dispensing pharmacist to substitute a different manufacturer's
version of a pharmaceutical product for the one prescribed. Federal and state
governments continue to press efforts to reduce costs of Medicare and Medicaid
programs, including restrictions on amounts agencies will reimburse for the use
of products. Manufacturers must pay certain statutorily-prescribed rebates on
Medicaid purchases for reimbursement on prescription drugs under state Medicaid
plans. In addition, the Federal government follows a diagnosis-related group
(DRG) payment system for certain
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institutional services provided under Medicare or Medicaid. The DRG system
entitles a health care facility to a fixed reimbursement based on discharge
diagnoses rather than actual costs incurred in patient treatment, thereby
increasing the incentive for the facility to limit or control expenditures for
many health care products. The Veterans Health Care Act of 1992 requires
manufacturers to extend additional discounts on pharmaceutical products to
various federal agencies, including the Department of Veterans Affairs,
Department of Defense, and Public Health Service entities and institutions.
In the United States, governmental cost-containment efforts have extended to
the federally subsidized Special Supplemental Food Program for Women, Infants,
and Children (WIC). All states participate in WIC and have sought and obtained
rebates from manufacturers of infant formula whose products are used in the
program. All of the states have also conducted competitive bidding for infant
formula contracts which require the use of specific infant formula products for
the state WIC program. The Child Nutrition and WIC Reauthorization Act of 1989
requires all states participating in WIC to engage in competitive bidding or to
use any other cost containment measure that yields savings equal to or greater
than the savings generated by a competitive bidding system.
Governmental regulatory agencies now require manufacturers to pay additional
fees. Under the Prescription Drug User Fee Act of 1992, the Federal Food and
Drug Administration imposes substantial fees on various aspects of the approval,
manufacture and sale of prescription drugs. Congress is now considering
expanding user fees to medical devices. The Company believes that such
legislation, if enacted, will add considerable expense for the Company.
The Company expects debate to continue during 1995 at both the federal and
the state level over the availability, method of delivery, and payment for
health care products and services. The Company believes that if legislation is
enacted, it could have the effect of reducing prices, or reducing the rate of
price increases, for health and medical insurance and medical products and
services.
International operations are also subject to a significant degree of
government regulation. Many countries, directly or indirectly through
reimbursement limitations, control the selling price of most health care
products. Furthermore, many developing countries limit the importation of raw
materials and finished products. International regulations are having an impact
on United States regulations, as well. The International Organization for
Standardization ("ISO") provides the voluntary criteria for regulating medical
devices within the European Economic Community. The Food and Drug Administration
("FDA") has announced that it will attempt to harmonize its regulation of
medical devices with that of the ISO. Recently published changes to the FDA's
regulations governing the manufacture of medical devices appear to encompass and
exceed the ISO's approach to regulating medical devices. The FDA's adoption of
the ISO's approach to regulation and other changes to the manner in which the
FDA regulates medical devices will increase the cost of compliance with those
regulations.
Efforts to reduce health care costs are also being made in the private
sector. Health care providers have responded by instituting various cost
reduction and containment measures.
It is not possible to predict the extent to which the Company or the health
care industry in general might be affected by the matters discussed above.
INTERNATIONAL OPERATIONS
The Company markets products in approximately 130 countries through
affiliates and distributors. Most of the products discussed in the preceding
sections of this report are sold outside the United States. In addition, certain
products of a local nature and variations of product lines to meet local
regulatory requirements and marketing preferences are manufactured and marketed
to customers outside the United States. International operations are subject to
certain additional risks inherent in conducting business outside the United
States, including price and currency exchange controls, changes in currency
exchange rates, limitations on foreign participation in local enterprises,
expropriation, nationalization, and other governmental action.
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ITEM 2. PROPERTIES
The Company's corporate offices are located at 100 Abbott Park Road, Abbott
Park, Illinois 60064-3500. The locations of a number of the Company's principal
plants are listed below.
LOCATION INDUSTRY SEGMENTS OF PRODUCTS PRODUCED
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Abbott Park, Illinois Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Altavista, Virginia Pharmaceutical and Nutritional Products
Austin, Texas Hospital and Laboratory Products
Barceloneta, Puerto Rico Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Campoverde, Italy Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Casa Grande, Arizona Pharmaceutical and Nutritional Products
Columbus, Ohio Pharmaceutical and Nutritional Products
Delkenheim, Germany Hospital and Laboratory Products
Irving, Texas Hospital and Laboratory Products
Laurinburg, North Carolina Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Mexico City, Mexico Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Montreal, Canada Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Mountain View, California Hospital and Laboratory Products
North Chicago, Illinois Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Queenborough, England Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Rocky Mount, North Carolina Hospital and Laboratory Products
Salt Lake City, Utah Hospital and Laboratory Products
Santa Clara, California Hospital and Laboratory Products
Sligo/Donegal/Cootehill/ Pharmaceutical and Nutritional Products, and
Finisklin, Ireland Hospital and Laboratory Products
Sturgis, Michigan Pharmaceutical and Nutritional Products
St. Remy, France Pharmaceutical and Nutritional Products, and
Hospital and Laboratory Products
Tokyo, Japan Hospital and Laboratory Products
In addition to the above, the Company has manufacturing facilities in six
other locations in the United States and Puerto Rico. Overseas manufacturing
facilities are located in 18 other countries. The Company's facilities are
deemed suitable, provide adequate productive capacity, and are utilized at
normal and acceptable levels.
In the United States and Puerto Rico, the Company owns seven distribution
centers. The Company also has eleven United States research and development
facilities located at Abbott Park, Illinois; Ashland, Ohio; Columbus, Ohio (2
locations); Irving, Texas; Long Grove, Illinois; Madera, California; Mountain
View, California; North Chicago, Illinois; Salt Lake City, Utah; and Santa
Clara, California. Overseas, the Company has research and development facilities
in Argentina, Australia, Canada, Germany, Italy, Japan, The Netherlands, and the
United Kingdom.
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The corporate offices, all manufacturing plants, and all other facilities in
the United States and overseas are owned or leased by the Company or
subsidiaries of the Company.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various claims and legal proceedings including
(as of January 31, 1995) 24 antitrust suits, one shareholder derivative suit,
and 7 investigations in connection with the Company's sale and marketing of
infant formula products, 62 antitrust suits in connection with the Company's
pricing of prescription pharmaceuticals, and 143 product liability cases that
allege injuries to the offspring of women who ingested a synthetic estrogen
(DES) during pregnancy. These remaining DES cases are ordinary routine
litigation that is incidental to the business of the Company. The Company is
also involved in a civil administrative proceeding involving the Resource
Conservation and Recovery Act ("RCRA").
The infant formula antitrust suits allege that the Company conspired with
one or more of its competitors to fix prices for infant formula and to restrain
trade and monopolize the market for infant formula products in violation of
state and federal antitrust laws. The suits have been brought on behalf of
individuals, the Nestle Food Company, and state government agencies and name the
Company, certain other infant formula manufacturers and, in some instances, the
American Academy of Pediatrics as defendants. The cases seek treble damages,
civil penalties and other relief. The Company has previously reported that cases
are pending in each of the following state courts: Calhoun County and Shelby
County, Alabama; Boulder County, Colorado; Okaloosa County, Florida; St. Clair
County, Illinois; Sedgwick County, Kansas; Parish of West Baton Rouge,
Louisiana; Calhoun County, Michigan; Hennepin County, Minnesota; Holmes County,
South Dakota; Harrison County and Travis County, Texas (2 cases); Kanwaha, West
Virginia; and, Milwaukee County, Wisconsin (2 cases). The cases which were
pending in Florida and in Colorado have now been dismissed on defendants'
motion. In addition, on October 27, 1994, a case was filed in state court in
Jefferson County, Kentucky; on October 28, 1994, a case was filed in state court
in Burleigh County, North Dakota; on November 21, 1994, a case was filed in
state court in Jackson County, North Carolina; on December 22, 1994, a case was
filed in state court in Suffolk County, Massachusetts; and on January 18, 1995,
a case was filed in Holmes County, Mississippi by the Mississippi Attorney
General. Three of these cases have now been removed to federal court: the
Kentucky case is pending in federal court in Louisville, Kentucky, the North
Dakota case is pending in federal court in Bismarck, North Dakota, and the
Massachusetts case is pending in federal court in Boston, Massachusetts. On
November 29, 1994, the Attorney General of Wisconsin sought the court's
permission to intervene in both of the cases which are pending in the Wisconsin
state courts. Although each of the cases which are pending in state court
purports to be a state consumer class action, the court has denied class
certification in the case that is pending in Michigan. The case brought by the
Nestle Food Company is pending in federal court in Los Angeles, California and
is scheduled for trial on May 9, 1995. The plaintiff is seeking treble damages
and asserts single damages of $257 million. The remaining cases are pending in
federal courts in Birmingham, Alabama, Tallahassee, Florida, Knoxville,
Tennessee, and Reno, Nevada and all purport to be state-wide consumer class
actions. The Company has filed or intends to file a response to each of the
complaints denying all substantive allegations. The shareholder derivative suit
is pending in state court in Cook County, Illinois, names all of the Company's
present directors (other than Allen F. Jacobson) and a former executive officer
as defendants and alleges that the defendants breached their fiduciary duty to
the Company by permitting antitrust violations in connection with the Company's
sale and marketing of infant formula products. The plaintiffs seek to hold the
defendants liable for an amount exceeding $140 million, in connection with the
Company's settlement of certain anti-trust litigation arising out of its
marketing of infant formula. The investigations are being conducted by the
Attorneys General of the states of California, Connecticut, Minnesota, New York,
Pennsylvania and Wisconsin and by the Canadian Bureau of Competition Policy. The
Canadian investigation is both civil and criminal in its scope.
The prescription pharmaceutical pricing antitrust suits allege that various
pharmaceutical manufacturers have conspired to fix prices for prescription
pharmaceuticals and/or to discriminate in pricing to retail pharmacies by
providing discounts to mail-order pharmacies, institutional pharmacies and HMOs
in violation of state and federal antitrust laws. The suits have been brought on
behalf
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of individuals and retail pharmacies and name both the Company and other
pharmaceutical manufacturers as well as pharmaceutical wholesalers and at least
one mail-order pharmacy company as defendants. The cases seek treble damages,
civil penalties and other relief. The Company has filed or intends to file a
response to each of the complaints denying all substantive allegations. On
February 4, 1994, all of the then pending prescription pharmaceutical pricing
antitrust cases were consolidated in the United States District Court for the
Northern District of Illinois under the Multidistrict Litigation Rules. These
cases are now known as IN RE: BRAND NAME PRESCRIPTION DRUG ANTITRUST LITIGATION,
MDL 997. As of September 30, 1994, the Company was named in 15 federal cases,
all of which were consolidated in the MDL 997 litigation and in 13 state cases.
Three of these state cases were subsequently dismissed. The 10 other state cases
are pending in the following state courts: Greene County, Alabama; San Francisco
County, California (7 cases); Dane County, Wisconsin; and Washington County,
Wisconsin. One additional purported class action was filed on January 16, 1995,
in King County, Washington on behalf of Washington consumers. Thirty-three
additional cases have been filed in federal court since September 30, 1994 and
have now been or will be consolidated in the MDL 997 litigation. Two of the
cases which are pending in the MDL 997 litigation were filed as class actions:
one on behalf of retail pharmacies and one on behalf of Alabama consumers. In
November the court hearing the MDL 997 litigation certified a nationwide class
of retail pharmacies which had purchased prescription drug products from any one
or more of the defendants during the period October 1989 to the present and
refused to certify a statewide class of Alabama consumers who had purchased the
defendant's prescription pharmaceuticals.
On February 23, 1994, the United States Environmental Protection Agency
("the EPA") instituted a civil administrative proceeding by filing a complaint
alleging that the Company burned hazardous waste at its North Chicago facility
in violation of the RCRA. The complaint seeks penalties of $991,775. The EPA
simultaneously issued an Administrative Order requiring the Company to take
certain actions to ensure future compliance with the RCRA. The Company filed an
answer to the complaint denying all substantive allegations.
While it is not feasible to predict the outcome of such pending claims,
proceedings, and investigations with certainty, management is of the opinion
that their ultimate disposition should not have a material adverse effect on the
Company's financial position, cash flows, or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Officers of the Company are elected annually by the board of directors at
the first meeting held after the annual shareholders meeting. Each officer holds
office until a successor has been duly elected and qualified or until the
officer's death, resignation, or removal. Vacancies may be filled at any meeting
of the board. Any officer may be removed by the board of directors when, in its
judgment, removal would serve the best interests of the Company.
Current corporate officers, and their ages as of February 10, 1995, are
listed below. The officers' principal occupations and employment from January
1990 to present and the dates of their first election as officers of the Company
are also shown. Unless otherwise stated, employment was by the Company for the
period indicated. There are no family relationships between any corporate
officers or directors.
DUANE L. BURNHAM**, 53
1990 -- Vice Chairman and Chief Executive Officer, and Director.
1990 to present -- Chairman of the Board and Chief Executive Officer, and
Director.
Elected Corporate Officer -- 1982.
THOMAS R. HODGSON**, 53
1990 -- Executive Vice President and Director.
1990 to present -- President and Chief Operating Officer, and Director.
Elected Corporate Officer -- 1980.
8
ROBERT N. BECK**, 54
1990 to 1992 -- Executive Vice President, BankAmerica and Bank of America.
1992 to present -- Senior Vice President, Human Resources.
Elected Corporate Officer -- 1992.
PAUL N. CLARK**, 48
1990 -- Vice President, Pharmaceutical Products.
1990 to present -- Senior Vice President, Pharmaceutical Operations.
Elected Corporate Officer -- 1985.
GARY P. COUGHLAN**, 50
1990 -- Senior Vice President, Finance, Kraft General Foods.
1990 to present -- Senior Vice President, Finance and Chief Financial
Officer.
Elected Corporate Officer -- 1990.
JOSE M. DE LASA**, 53
1990 to 1994 -- Vice President and Associate General Counsel, Bristol-Myers
Squibb Company.
1994 -- Vice President, Secretary and Associate General Counsel,
Bristol-Myers Squibb Company.
1994 to present -- Senior Vice President, Secretary and General Counsel.
Elected Corporate Officer -- 1994.
JOHN G. KRINGEL**, 55
1990 -- Vice President, Hospital Products.
1990 to present -- Senior Vice President, Hospital Products.
Elected Corporate Officer -- 1981.
J. DUNCAN MCINTYRE**, 57
1990 -- Vice President, Europe.
1990 to present -- Senior Vice President, International Operations.
Elected Corporate Officer -- 1987.
THOMAS M. MCNALLY**, 47
1990 -- Vice President, Chemical and Agricultural Products.
1990 to 1993 -- Senior Vice President, Chemical and Agricultural Products.
1993 to present -- Senior Vice President, Ross Products.
Elected Corporate Officer -- 1989.
DAVID V. MILLIGAN**, 54
1990 to 1992 -- Vice President, Diagnostic Products Research and
Development.
1992 to 1994 -- Vice President, Pharmaceutical Products Research and
Development.
1994 to present -- Senior Vice President, Chief Scientific Officer.
Elected Corporate Officer -- 1984.
ROBERT L. PARKINSON, JR.**, 44
1990 -- Vice President, Corporate Hospital Marketing.
1990 to 1993 -- Vice President, European Operations.
1993 to present -- Senior Vice President, Chemical and Agricultural
Products.
Elected Corporate Officer -- 1989.
DAVID A. THOMPSON**, 53
1990 -- Vice President, Diagnostic Operations.
1990 to 1994 -- Senior Vice President, Diagnostic Operations.
1994 to present -- Senior Vice President, Strategic Improvement Processes.
Elected Corporate Officer -- 1982.
9
MILES D. WHITE**, 39
1990 -- Director of Marketing for the U.S., Abbott Diagnostics Division.
1990 -- Business Unit General Manager, Physiological Diagnostics, Abbott
Diagnostics Division and Business Unit General Manager, Cancer
Diagnostics.
1990 to 1992 -- Divisional Vice President and General Manager, Hospital
Laboratory Sector.
1992 to 1993 -- Divisional Vice President and General Manager, Diagnostic
Systems and Operations.
1993 to 1994 -- Vice President, Diagnostic Systems and Operations.
1994 to present -- Senior Vice President, Diagnostic Operations.
Elected Corporate Officer -- 1993.
JOY A. AMUNDSON**, 40
1990 -- General Manager, Alternate Site.
1990 -- Divisional Vice President and General Manager, Hospital Products
Business Sector.
1990 to 1994 -- Vice President, Corporate Hospital Marketing.
1994 to present -- Vice President, HealthSystems.
Elected Corporate Officer -- 1990.
CHRISTOPHER B. BEGLEY, 42
1990 -- General Manager, Hospital Products Business Sector.
1990 to 1993 -- Divisional Vice President and General Manager, Hospital
Products Business Sector.
1993 to present -- Vice President, Hospital Products Business Sector.
Elected Corporate Officer -- 1993.
THOMAS D. BROWN, 46
1990 to 1992 -- Divisional Vice President, Western Hemisphere.
1992 to 1993 -- Divisional Vice President, Diagnostic Commercial Operations.
1993 to present -- Vice President, Diagnostic Commercial Operations.
Elected Corporate Officer -- 1993.
GARY R. BYERS**, 53
1990 to 1993 -- Divisional Vice President, Corporate Auditing.
1993 to present -- Vice President, Internal Audit.
Elected Corporate Officer -- 1993.
KENNETH W. FARMER**, 49
1990 to present -- Vice President, Management Information Services and
Administration.
Elected Corporate Officer -- 1985.
THOMAS C. FREYMAN**, 40
1990 to 1991 -- Treasurer, Abbott International, Ltd. (a subsidiary of the
Company).
1991 to present -- Vice President and Treasurer.
Elected Corporate Officer -- 1991.
JAY B. JOHNSTON, 51
1990 to 1992 -- President, Dainabot Co., Ltd. (an affiliate of the Company)
and General Manager Asia Pacific, Abbott Diagnostics
Division.
1992 -- Divisional Vice President, Business Development.
1992 to 1993 -- Divisional Vice President and General Manager, Diagnostic
Assays and Operations.
1993 to present -- Vice President, Diagnostic Assays and Operations.
Elected Corporate Officer -- 1993.
10
JAMES J. KOZIARZ, 46
1990 -- General Manager, Hepatitis/Retrovirus Business Sector.
1990 to 1992 -- Divisional Vice President and General Manager, Diagnostic
Assays.
1992 to 1993 -- Divisional Vice President, Diagnostic Products Research and
Development.
1993 to present -- Vice President, Diagnostic Products Research and
Development.
Elected Corporate Officer -- 1993.
JOHN F. LUSSEN**, 53
1990 to present -- Vice President, Taxes.
Elected Corporate Officer -- 1985.
RICHARD H. MOREHEAD**, 60
1990 to present -- Vice President, Corporate Planning and Development.
Elected Corporate Officer -- 1985.
THEODORE A. OLSON**, 56
1990 to present -- Vice President and Controller.
Elected Corporate Officer -- 1988.
ANDRE G. PERNET, 50
1990 to 1992 -- Divisional Vice President, Therapeutic Area Ventures,
Pharmaceutical Products Division.
1992 to 1994 -- Divisional Vice President, Pharmaceutical Development,
Pharmaceutical Products Division.
1994 to present -- Vice President, Pharmaceutical Products Research and
Development.
Elected Corporate Officer -- 1994.
CARL A. SPALDING, 49
1990 to 1992 -- Vice President, International, Johnson & Johnson.
1992 to 1993 -- Divisional Vice President/General Manager, Ross Pediatric
Products.
1993 to present -- Vice President, Ross Pediatric Products.
Elected Corporate Officer -- 1993.
WILLIAM H. STADTLANDER, 49
1990 to 1992 -- Divisional Vice President, Medical Nutritionals.
1992 to 1993 -- Divisional Vice President and General Manager, Medical
Nutritionals.
1993 to present -- Vice President, Ross Medical Nutritional Products.
Elected Corporate Officer -- 1993.
DANIEL O. STRUBLE**, 54
1990 to present -- Vice President, Corporate Engineering.
Elected Corporate Officer -- 1987.
ELLEN M. WALVOORD**, 55
1990 to 1991 -- Director, Corporate Communications.
1991 -- Vice President, Investor Relations.
1991 to present -- Vice President, Investor Relations and Public Affairs.
Elected Corporate Officer -- 1991.
JOSEF WENDLER, 45
1990 -- General Manager, Austria & Switzerland.
1990 to 1992 -- Regional Director, Europe, Diagnostic Division.
1992 to 1993 -- Divisional Vice President, Pacific, Asia, Africa.
1993 to 1995 -- Vice President, Pacific/Asia /Africa Operations.
1995 to present -- Vice President, European Operations.
Elected Corporate Officer -- 1993.
11
DON G. WRIGHT**, 52
1990 to present -- Vice President, Corporate Quality Assurance and
Regulatory Affairs.
Elected Corporate Officer -- 1988.
- ---------
** Pursuant to Item 401(b) of Regulation S-K the Company has identified these
persons as "executive officers" within the meaning of Item 401(b).
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
PRINCIPAL MARKET
The principal market for the Company's common shares is the New York Stock
Exchange. Shares are also listed on the Chicago and Pacific Stock Exchanges and
are traded on the Boston, Cincinnati, and Philadelphia Exchanges. Overseas, the
Company's shares are listed on the London Stock Exchange and the Swiss Stock
Exchanges of Zurich, Basel, and Geneva.
MARKET PRICE PER SHARE
------------------------------------------
1994 1993
-------------------- --------------------
HIGH LOW HIGH LOW
--------- --------- --------- ---------
First Quarter....................................................... 30 5/8 25 5/8 30 7/8 22 5/8
Second Quarter...................................................... 31 3/8 25 3/8 28 5/8 23 1/4
Third Quarter....................................................... 32 26 5/8 27 5/8 22 3/4
Fourth Quarter...................................................... 34 30 1/8 30 1/8 26 1/8
Market prices are as reported by the New York Stock Exchange composite
transaction reporting system.
SHAREHOLDERS
There were 86,324 shareholders of record of Abbott common shares as of
December 31, 1994.
DIVIDENDS
Quarterly dividends of $.19 per share and $.17 per share were declared on
common shares in 1994 and 1993, respectively.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference for the years 1990 through 1994 are the
applicable portions of the section captioned "Summary of Selected Financial
Data" of the 1994 Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated herein by reference is management's discussion and analysis of
financial condition and results of operations for the years 1994, 1993, and 1992
found under the section captioned "Financial Review" of the 1994 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference are the portions of the 1994 Annual Report
captioned Consolidated Balance Sheet, Consolidated Statement of Earnings,
Consolidated Statement of Cash Flows, Consolidated Statement of Shareholders'
Investment, Notes to Consolidated Financial Statements and Report of Independent
Public Accountants (which contains the related report of Arthur Andersen LLP
dated January 13, 1995). Data relating to quarterly results is found in Note 8.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference are "Committees of the Board of Directors,"
"Information Concerning Nominees for Directors" and "Compliance with Section
16(a) of The Securities Exchange Act of 1934" found in the 1995 Abbott
Laboratories Proxy Statement ("1995 Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The material in the 1995 Proxy Statement under the heading "Executive
Compensation," other than the Report of the Compensation Committee, the
Performance Graph, and Security Ownership of Officers and Directors are hereby
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the text found under the caption
"Information Concerning Security Ownership" and the material under the heading
"Security Ownership of Officers and Directors" in the 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS FORM 10-K.
1. FINANCIAL STATEMENTS: The Consolidated Financial Statements for the
years ended December 31, 1994, 1993, and 1992 and the related report of Arthur
Andersen LLP dated January 13, 1995 appearing under the portions of the 1994
Annual Report captioned Consolidated Balance Sheet, Consolidated Statement of
Earnings, Consolidated Statement of Cash Flows, Consolidated Statement of
Shareholders' Investment, Notes to Consolidated Financial Statements and Report
of Independent Public Accountants, respectively, are incorporated by reference
in response to Item 14(a)1. With the exception of the portions of the 1994
Annual Report specifically incorporated herein by reference, such Report shall
not be deemed filed as part of this Annual Report on Form 10-K or otherwise
deemed subject to the liabilities of Section 18 of the Securities Exchange Act
of 1934.
2. FINANCIAL STATEMENT SCHEDULES: The required financial statement
schedules are found on the pages indicated below. These schedules should be read
in conjunction with the Consolidated Financial Statements in the 1994 Annual
Report:
SCHEDULES PAGE NO.
- ----------------------------------------------------------------- --------
Valuation and Qualifying Accounts (Schedule II).................. 18
Schedules I, III, IV, and V are not submitted because they are
not applicable or not required.
Supplemental Report of Independent Public Accountants............ 19
Individual Financial Statements of the registrant have been
omitted pursuant to Rule 3.05, paragraph (1) of Regulation S-X.
3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K: The information called
for by this paragraph is incorporated herein by reference to the Exhibit Index
on pages 16 and 17 of this Form 10-K.
(b) REPORTS ON FORM 8-K DURING THE QUARTER ENDED DECEMBER 31, 1994:
No reports on Form 8-K were filed during the quarter ended December 31,
1994.
(c) EXHIBITS FILED (SEE EXHIBIT INDEX ON PAGES 16 AND 17).
(d) FINANCIAL STATEMENT SCHEDULES FILED (SEE PAGE 18).
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Abbott Laboratories has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ABBOTT LABORATORIES
By /s/ DUANE L. BURNHAM
Duane L. Burnham
Chairman of the Board and
Chief Executive Officer
Date: February 10, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Abbott
Laboratories and in the capacities and on the dates indicated:
/s/ DUANE L. BURNHAM
Duane L. Burnham
Chairman of the Board,
Chief Executive Officer and
Director of Abbott Laboratories
(principal executive officer)
Date: February 10, 1995
/s/ GARY P. COUGHLAN
Gary P. Coughlan
Senior Vice President, Finance and
Chief Financial Officer
(principal financial officer)
Date: February 10, 1995
/s/ THOMAS R. HODGSON
Thomas R. Hodgson
President, Chief Operating Officer
and Director of Abbott Laboratories
Date: February 10, 1995
/s/ THEODORE A. OLSON
Theodore A. Olson
Vice President and Controller
(principal accounting officer)
Date: February 10, 1995
/s/ K. FRANK AUSTEN
K. Frank Austen, M.D.
Director of Abbott Laboratories
Date: February 10, 1995
/s/ H. LAURANCE FULLER
H. Laurance Fuller
Director of Abbott Laboratories
Date: February 10, 1995
/s/ BERNARD J. HAYHOE
Bernard J. Hayhoe
Director of Abbott Laboratories
Date: February 10, 1995
/s/ ALLEN F. JACOBSON
Allen F. Jacobson
Director of Abbott Laboratories
Date: February 10, 1995
/s/ DAVID A. JONES
David A. Jones
Director of Abbott Laboratories
Date: February 10, 1995
14
/s/ BOONE POWELL, JR.
Boone Powell, Jr.
Director of Abbott Laboratories
Date: February 10, 1995
/s/ A. BARRY RAND
A. Barry Rand
Director of Abbott Laboratories
Date: February 10, 1995
/s/ W. ANN REYNOLDS
W. Ann Reynolds
Director of Abbott Laboratories
Date: February 10, 1995
/s/ WILLIAM D. SMITHBURG
William D. Smithburg
Director of Abbott Laboratories
Date: February 10, 1995
/s/ JOHN R. WALTER
John R. Walter
Director of Abbott Laboratories
Date: February 10, 1995
/s/ WILLIAM L. WEISS
William L. Weiss
Director of Abbott Laboratories
Date: February 10, 1995
15
EXHIBIT INDEX
ABBOTT LABORATORIES
ANNUAL REPORT
FORM 10-K
1994
REG.S-K
EXHIBIT
TABLE
ITEM NO.
- ----------
3.1 * ARTICLES OF INCORPORATION--ABBOTT LABORATORIES, FILED AS
EXHIBIT 3.1 OF THE ABBOTT LABORATORIES QUARTERLY REPORT ON
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1994.
3.2 CORPORATE BYLAWS--ABBOTT LABORATORIES.
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES.
4.1 * Indenture dated as of October 1, 1993 between Abbott
Laboratories and Harris Trust and Savings Bank, filed as
Exhibit 4.1 to the Abbott Laboratories Quarterly Report for
the Quarter ended September 30, 1993 on Form 10-Q.
4.2 * Form of 5.6% Note issued pursuant to the Indenture filed as
Exhibit 4.2 to the Abbott Laboratories Quarterly Report for
the Quarter ended September 30, 1993 on Form 10-Q.
4.3 * Form of Medium-Term Note, Series A (Fixed Rate) to be issued
pursuant to the Indenture filed as Exhibit 4.3 to the Abbott
Laboratories Quarterly Report for the Quarter ended
September 30, 1993 on Form 10-Q.
4.4 * Form of Medium-Term Note, Series A (Floating Rate) to be
issued pursuant to the Indenture filed as Exhibit 4.4 to the
Abbott Laboratories Quarterly Report for the Quarter ended
September 30, 1993 on Form 10-Q.
4.5 * Resolution of the Company's Board of Directors filed as
Exhibit 4.5 to the Abbott Laboratories Quarterly Report for
the Quarter ended September 30, 1993 on Form 10-Q.
4.6 * Actions of the Authorized Officers with respect to the
Company's $200,000,000 5.60% Notes filed as Exhibit 4.6 to
the Abbott Laboratories Quarterly Report for the Quarter
ended September 30, 1993 on Form 10-Q.
4.7 * Actions of the Authorized Officers with respect to the
Company's Medium-Term Notes, Series A filed as Exhibit 4.7
to the Abbott Laboratories Quarterly Report for the Quarter
ended September 30, 1993 on Form 10-Q.
4.8 * Officers' Certificates and Company Order filed as Exhibit
4.7 to the Abbott Laboratories Quarterly Report for the
Quarter ended September 30, 1993 on Form 10-Q.
10 MATERIAL CONTRACTS.
10.1 * Supplemental Plan--Abbott Laboratories Extended Disability
Plan, filed as an exhibit (pages 50-51) to the 1992 Abbott
Laboratories Annual Report on Form 10-K.**
10.2 * The Abbott Laboratories 1981 Incentive Stock Program, filed
as an exhibit (pages 52-62) to the 1992 Abbott Laboratories
Annual Report on Form 10-K.**
10.3 * The Abbott Laboratories 1986 Incentive Stock Program, filed
as an exhibit (pages 37-59) to the 1989 Abbott Laboratories
Annual Report on Form 10-K.**
10.4 * The Abbott Laboratories 1991 Incentive Stock Program, filed
as an exhibit (pages 128-149) to the 1990 Abbott
Laboratories Annual Report on Form 10-K.**
10.5 * Consulting agreement between Abbott Laboratories and K.
Frank Austen, M.D. dated September 13, 1991, filed as an
exhibit (pages 63-66) to the 1992 Abbott Laboratories Annual
Report on Form 10-K.**
16
REG.S-K
EXHIBIT
TABLE
ITEM NO.
- ----------
10.6 * Abbott Laboratories 401(k) Supplemental Plan, filed as
Exhibit 10.7 to the Abbott Laboratories 1993 Annual Report
on Form 10-K.**
10.7 * Abbott Laboratories Supplemental Pension Plan, filed as
Exhibit 10.8 to the Abbott Laboratories 1993 Annual Report
on Form 10-K.**
10.8 * The 1986 Abbott Laboratories Management Incentive Plan,
filed as Exhibit 10.9 to the Abbott Laboratories 1993 Annual
Report on Form 10-K.**
10.9 * Abbott Laboratories Non-Employee Directors' Fee Plan, filed
as Exhibit 10.10 to the Abbott Laboratories 1993 Annual
Report on Form 10-K.**
11 CALCULATION OF FULLY DILUTED EARNINGS PER SHARE.
12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES.
13 THE PORTIONS OF THE ABBOTT LABORATORIES ANNUAL REPORT FOR
THE YEAR ENDED DECEMBER 31, 1994 CAPTIONED FINANCIAL REVIEW,
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF
EARNINGS, CONSOLIDATED STATEMENT OF CASH FLOWS, CONSOLIDATED
STATEMENT OF SHAREHOLDERS' INVESTMENT, NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS, REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS, AND THE APPLICABLE PORTIONS OF THE SECTION
CAPTIONED SUMMARY OF FINANCIAL DATA FOR THE YEARS 1990
THROUGH 1994.
21 SUBSIDIARIES OF ABBOTT LABORATORIES.
23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS.
27 FINANCIAL DATA SCHEDULE.
The 1995 Abbott Laboratories Proxy Statement will be filed
with the Commission under separate cover on or about March
13, 1995.
- ---------
* Incorporated herein by reference.
** Denotes management contract or compensatory plan or arrangement required to
be filed as an exhibit hereto.
The Company will furnish copies of any of the above exhibits to a
shareholder upon written request to the Corporate Secretary, Abbott
Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-3500.
17
ABBOTT LABORATORIES AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
(DOLLARS IN THOUSANDS)
AMOUNTS
BALANCE AT PROVISIONS CHARGED OFF, BALANCE AT
ALLOWANCES FOR DOUBTFUL BEGINNING CHARGED TO NET OF END OF
ACCOUNTS AND SALES DEDUCTIONS OF YEAR INCOME (A) RECOVERIES YEAR
- --------------------------------------------------------------------------- ---------- ----------- ------------ ----------
1994....................................................................... $116,925 $18,123 $ (6,119) $128,929
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
1993....................................................................... $106,857 $29,441 $(19,373) $116,925
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
1992....................................................................... $ 82,244 $41,598 $(16,985) $106,857
---------- ----------- ------------ ----------
---------- ----------- ------------ ----------
- ---------
(a) Represents provisions related to allowances for doubtful accounts and the
net change in the allowances for sales deductions.
18
SUPPLEMENTAL REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Abbott Laboratories:
We have audited in accordance with generally accepted auditing standards,
the financial statements included in the Company's Annual Report incorporated by
reference in this Form 10-K, and have issued our report thereon dated January
13, 1995. Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. Schedule II is the responsibility of the Company's
management, is presented for purposes of complying with the Securities and
Exchange Commission's rules, and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
January 13, 1995
19