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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 1-2189
h ABBOTT LABORATORIES
AN ILLINOIS CORPORATION 36-0698440
(I.R.S. employer identification
number)
100 ABBOTT PARK ROAD (847) 937-6100
ABBOTT PARK, ILLINOIS 60064-3500 (telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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 (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), 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 REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
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 711,545,099 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, 1997, WAS APPROXIMATELY
$38,779,207,895.50.
NUMBER OF COMMON SHARES OUTSTANDING AS OF JANUARY 31, 1997: 774,437,884.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE ABBOTT LABORATORIES ANNUAL REPORT FOR THE YEAR ENDED DECEMBER
31, 1996 ARE INCORPORATED BY REFERENCE INTO PARTS I, II, AND IV.
PORTIONS OF THE 1997 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, 1996 (1996
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 1996 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-Registered Trademark-, 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-, and Norvir-Registered Trademark- , a protease
inhibitor for the treatment of HIV infection; agents for the treatment of
epilepsy and bipolar disorder, 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-, and Similac
NeoCare-Registered Trademark-; and other medical and pediatric nutritionals,
including Ensure-Registered Trademark-, Ensure Plus-Registered Trademark-,
Ensure-Registered Trademark- High Protein, Ensure-Registered Trademark- Light,
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; and Tronolane-Registered Trademark- hemorrhoid medication.
Agricultural, animal health, and chemical products include plant growth
regulators, including ProGibb-Registered Trademark-; herbicides; larvicides,
including VectoBac-Registered Trademark-; biologically derived insecticides,
including DiPel-Registered Trademark- and XenTari-Registered Trademark-; and
anti-infectives, including Saraflox-Registered Trademark- and
Sarafin-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
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* As used throughout the text of this report on Form 10-K, the term "Company"
refers to Abbott Laboratories, an Illinois corporation, or Abbott
Laboratories and its consolidated subsidiaries, as the context requires.
1
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 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 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. Ensure-Registered Trademark- is the leading medical nutritional
worldwide. Similac-Registered Trademark- is a leading infant formula in the
United States.
Under an agreement between the Company and Takeda Chemical Industries, Ltd.
of Japan (Takeda), TAP Holdings Inc., (owned 50 percent by the Company and 50
percent by Takeda) together with its subsidiary, TAP Pharmaceuticals Inc. (TAP),
develops and markets products in the United States. 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. Lupron-Registered Trademark-
and Lupron Depot-Registered Trademark- are used for the palliative treatment of
advanced prostate cancer, treatment of endometriosis and central precocious
puberty, and for preoperative treatment of patients with anemia caused by
uterine fibroids. TAP also markets Prevacid-Registered Trademark-
(lansoprazole), a proton pump inhibitor, and has a co-promotion arrangement with
the Company for Prevacid-Registered Trademark-. Prevacid-Registered Trademark-
is indicated for short-term treatment of duodenal ulcers, esophagitis, and
long-term treatment of Zollinger-Ellison syndrome, as well as the maintenance of
healed erosive esophagitis. 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-, Lupron
Depot-Ped-Registered Trademark-, and Prevacid-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, alternate-care testing sites and consumers;
intravenous and irrigation fluids and related administration equipment,
including electronic drug delivery systems; drugs and drug delivery systems;
anesthetics; critical care products; diagnostic imaging products; and other
medical specialty products for hospitals and alternate-care sites. In the second
and third quarters of 1996, the Company acquired, for cash, all of the
outstanding shares of MediSense, Inc., a manufacturer of blood glucose
self-testing systems.
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-,
Omni-Flow-Registered Trademark- and Abbott AIM-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-, Amidate-Registered Trademark-, sevoflurane
(sold in the United States and a few other markets as
Ultane-Registered Trademark- and outside of the United States
2
primarily under the trademark Sevorane-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- and OptiQue-TM- advanced sensor catheters,
Transpac-Registered Trademark- for hemodynamic monitoring, specialty cardiac
products; and Faultless-Registered Trademark- rubber sundry products; diagnostic
imaging products used in MRI (magnetic resonance imaging) and CT (computed
tomography) imaging; 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-,
IMx-Registered Trademark-, and Abbott Prism-Registered Trademark- lines of
diagnostic instruments and chemical reagents used with immunoassay diagnostics;
the LCx-Registered Trademark- amplified DNA probe system and reagents; 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 the MediSense line of blood glucose monitoring meters and test
strips for diabetics including Precision Q.I.D.-TM-, the
ExacTech-Registered Trademark-, the MediSense II-TM-, and the ExacTech RSG-TM-.
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 in the home infusion
services market are also made 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. Blood glucose monitoring meters
and test strips for diabetics are sold over the counter to consumers.
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. 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. The Company owns, has applications
pending for, and is licensed under a substantial number of patents. 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 1997 to 2017, in the aggregate, are believed to
3
be of material importance in the operation of the Company's business. The
Company believes that no single patent, license, trademark (or related group of
patents, licenses, or trademarks), except for those related to clarithromycin,
is material in relation to the Company's business as a whole. The principal
patents covering clarithromycin are licensed from Taisho Pharmaceutical Co.,
Ltd. of Tokyo, Japan. The Uruguay Round Agreements Act implemented the Uruguay
Round of the General Agreement on Tariffs and Trade (GATT) in the United States.
It appears that under the intellectual property provisions of GATT the patent on
the clarithromycin compound is scheduled to expire in the United States in 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 $1,204,841,000 in 1996, $1,072,745,000 in 1995, and
$963,516,000 in 1994 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.
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 1996 were approximately $29 million and $50 million,
respectively. Capital and operating expenditures for pollution control are
estimated to approximate $18 million and $50 million, respectively, in 1997.
The Company is participating as one of many potentially responsible parties
in investigation and/or remediation at eleven 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
two Company-owned sites, and has initiated voluntary remediation at four 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 52,817 persons as of December 31, 1996.
4
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 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 funded Special Supplemental Nutrition 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 prescription drug manufacturers
to pay additional fees. Under the Prescription Drug User Fee Act of 1992, the
Federal Food and Drug Administration (FDA) imposes substantial fees on various
aspects of the approval, manufacture and sale of proprietary prescription drugs.
Congress is now considering expanding user fees to generic drugs and medical
devices. The Company believes that such legislation, if enacted, will add
considerable expense for the Company.
The Company expects debate to continue during 1997 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 medical products and services.
5
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 criteria for regulating medical devices
within the European Economic Community. The Company has made significant strides
in gaining ISO 9000 and European Norm 46000 certification for facilities that
manufacture devices for European markets. The FDA has announced that it will
attempt to harmonize its regulation of medical devices with that of the ISO.
Proposed 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 also 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.
6
ITEM 2. PROPERTIES
The Company's corporate offices are located at 100 Abbott Park Road, Abbott
Park, Illinois 60064-3500. The locations 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
Morgan Hill, 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
Santo Domingo, Dominican Republic Hospital and Laboratory Products
Sligo/Donegal/Cootehill/Finisklin, Ireland Pharmaceutical and Nutritional Products, and 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
Zwolle, The Netherlands Pharmaceutical and Nutritional Products
7
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 thirteen 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 five distribution
centers. The Company also has twelve United States research and development
facilities located at Abbott Park, Illinois; Ashland, Ohio; Columbus, Ohio (2
locations); Irving, Texas; Long Grove, Illinois; Madera, California; Morgan
Hill, California; North Chicago, Illinois; Salt Lake City, Utah; Bedford,
Massachusetts; and Santa Clara, California. Overseas, the Company has research
and development facilities in Argentina, Australia, Canada, Germany, Italy,
Japan, The Netherlands, Spain and the United Kingdom.
The corporate offices, and those principal plants in the United States that
are listed above, are owned. The remaining manufacturing plants and all other
facilities 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, 1997) 6 antitrust suits and 5 investigations in connection
with the Company's sale and marketing of infant formula products, and 142
antitrust suits and two investigations in connection with the Company's pricing
of prescription pharmaceuticals. The Company was also involved in a civil
proceeding involving certain Illinois environmental laws.
The infant formula antitrust suits allege that the Company conspired with
one or more of its competitors to fix prices, 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.
In its 10-Q for the quarter ended March 31, 1996, the Company reported that
it had entered into a settlement agreement with plaintiffs involving 20 infant
formula antitrust cases that had been pending in 17 states. Each individual
state settlement, except Mississippi, is subject to approval by the individual
state courts. Courts in Colorado, Florida, Illinois, Kansas, Kentucky,
Minnesota, North Carolina, North Dakota, South Dakota, Tennessee, West Virginia
and Wisconsin have now given their final approval to their respective state
settlements. Courts have not yet given their final approval for the cases
pending in Alabama, Michigan, and Nevada. The court in Louisiana denied final
approval on January 22, 1997. An infant formula antitrust case is also pending
in Federal District Court in Massachusetts. It purports to be a statewide
consumer class action. The case that was pending in Federal District Court in
Tallahassee, Florida was dismissed. On June 19, 1995, a jury in federal court in
Los Angeles, California found in favor of the Company and the American Academy
of Pediatrics in the infant formula antitrust case brought by Nestle Food
Company. The Ninth Circuit Court of Appeals affirmed the jury's verdict on
January 9, 1997. Nestle has the right to petition for certiorari to the United
States Supreme Court. The shareholder derivative suit that had been pending in
state court in Cook County, Illinois was dismissed on December 15, 1995. The
shareholder derivative suit named all of the Company's present directors (other
than Allen F. Jacobson) and a former executive officer as defendants and alleged
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 court dismissed this lawsuit. The appeal of the
dismissal was voluntarily dismissed on May 22, 1996. The investigations are
being conducted by the Attorneys General of the states of California,
Connecticut, New York, Pennsylvania and Wisconsin.
8
As of January 31, 1997, 118 prescription pharmaceutical pricing antitrust
cases were pending in federal court, 23 were pending in state courts, and 1 was
pending in a District of Columbia court. 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 of individuals and retail pharmacies
and name both the Company and certain other pharmaceutical manufacturers and
pharmaceutical wholesalers and at least one mail-order pharmacy company as
defendants. The cases seek treble damages, civil penalties, injunctive and other
relief. The Company has filed or intends to file a response to each of the
complaints denying all substantive allegations. The state cases are pending in
the following state courts: Clarke County, Alabama; Yavapai County, Arizona;
Alameda County, California; Monterey County, California; San Francisco County,
California (8 cases); San Joaquin County, California; Dade County, Florida;
Johnson County, Kansas; Cumberland County, Maine; Oakland County, Michigan;
Hennepin County, Minnesota (2 cases); and Dane County and Washington County,
Wisconsin. A case is also pending in the Superior Court for the District of
Columbia. The cases which had been pending in New York County, New York and King
County, Washington have been dismissed and are now on appeal. The case pending
in Greene County, Alabama was removed to the U.S. District Court for the
Northern District of Illinois. The plaintiffs have sought an interlocutory
appeal of the removal order. The federal cases are pending in the United States
District Court for the Northern District of Illinois under the Multidistrict
Litigation Rules as IN RE: BRAND NAME PRESCRIPTION DRUG ANTITRUST LITIGATION,
MDL 997. One of the cases which is pending in the MDL 997 litigation has been
certified as a class action on behalf of certain retail pharmacies. A number of
appeals to the Seventh Circuit Court of Appeals have been filed arising out of
the MDL 997 litigation. All litigation in the U.S. District Court for the
Northern District of Illinois is stayed pending the resolution of the appeals.
The investigations are being conducted by the Attorney General of Illinois and
the Federal Trade Commission.
On March 31, 1995, the Illinois Attorney General informed the Company that
it proposed the assessment of a civil penalty of $750,000 in connection with an
administrative enforcement action initiated in May of 1993 by the Illinois
Environmental Protection Agency (the "IEPA") against the Company. The
enforcement action alleged that the Company violated its waste water discharge
permits and certain Illinois environmental laws at its North Chicago, Illinois
facility. On May 9, 1996, the Company and the Illinois Attorney General
concluded the action by executing a settlement agreement. Under the settlement
agreement, the Company did not admit liability but did agree to pay a civil
penalty of $400,000 to the IEPA, to pay an additional $200,000 to the state of
Illinois for the purchase of land for use as a wetlands preserve, and to take
further steps to reduce the chances of an unlawful discharge of waste water from
the North Chicago, Illinois facility.
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.
9
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 14, 1997, are
listed below. The officers' principal occupations and employment from January
1992 to the 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**, 55
1992 to present -- Chairman of the Board and Chief Executive Officer, and
Director.
Elected Corporate Officer -- 1982.
THOMAS R. HODGSON**, 55
1992 to present -- President and Chief Operating Officer, and Director.
Elected Corporate Officer -- 1980.
JOY A. AMUNDSON**, 42
1992 to 1994 -- Vice President, Corporate Hospital Marketing.
1994 to 1995 -- Vice President, HealthSystems.
1995 to present -- Senior Vice President, Chemical and Agricultural
Products.
Elected Corporate Officer -- 1990.
PAUL N. CLARK**, 50
1992 to present -- Senior Vice President, Pharmaceutical Operations.
Elected Corporate Officer -- 1985.
GARY P. COUGHLAN**, 52
1992 to present -- Senior Vice President, Finance and Chief Financial
Officer.
Elected Corporate Officer -- 1990.
JOSE M. DE LASA**, 55
1992 to 1994 -- Vice President and Associate General Counsel, Bristol-Myers
Squibb Company (Health and personal care products 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**, 57
1992 to present -- Senior Vice President, Hospital Products.
Elected Corporate Officer -- 1981.
10
THOMAS M. MCNALLY**, 49
1992 to 1993 -- Senior Vice President, Chemical and Agricultural Products.
1993 to present -- Senior Vice President, Ross Products.
Elected Corporate Officer -- 1989.
ROBERT L. PARKINSON, JR.**, 46
1992 to 1993 -- Vice President, European Operations.
1993 to 1995 -- Senior Vice President, Chemical and Agricultural Products.
1995 to present -- Senior Vice President, International Operations.
Elected Corporate Officer -- 1989.
ELLEN M. WALVOORD**, 57
1992 to 1995 -- Vice President, Investor Relations and Public Affairs.
1995 to present -- Senior Vice President, Human Resources.
Elected Corporate Officer -- 1991.
MILES D. WHITE**, 41
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.
CATHERINE V. BABINGTON**, 44
1992 to 1995 -- Director, Corporate Communications.
1995 to present -- Vice President, Investor Relations and Public Affairs.
Elected Corporate Officer -- 1995.
PATRICK J. BALTHROP, 40
1992 to 1995 -- Divisional Vice President and Sector General Manager,
Diagnostic Products.
1995 to 1996 -- Divisional Vice President and General Manager, U.S. and
Canada, Diagnostic Products.
1996 to present -- Vice President, Diagnostic Operations, U.S. and Canada.
Elected Corporate Officer -- 1996.
MARK E. BARMAK, 55
1992 to 1995 -- Divisional Vice President and Associate General Counsel,
Litigation.
1995 to present -- Vice President, Litigation and Government Affairs.
Elected Corporate Officer -- 1995.
11
CHRISTOPHER B. BEGLEY, 44
1992 to 1993 -- Divisional Vice President and General Manager, Hospital
Products Business Sector.
1993 to 1996 -- Vice President, Hospital Products Business Sector.
1996 to present -- Vice President, MediSense Operations.
Elected Corporate Officer -- 1993.
THOMAS D. BROWN, 48
1992 -- Divisional Vice President and General Manager, 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**, 55
1992 to 1993 -- Divisional Vice President, Corporate Auditing.
1993 to present -- Vice President, Internal Audit.
Elected Corporate Officer -- 1993.
WILLIAM G. DEMPSEY, 45
1992 to 1995 -- Divisional Vice President and General Manager, Abbott
Critical Care Systems.
1995 to 1996 -- Divisional Vice President and General Manager, Hospital
Products Business Sector.
1996 to present -- Vice President, Hospital Products Business Sector.
Elected Corporate Officer -- 1996.
KENNETH W. FARMER**, 51
1992 to present -- Vice President, Management Information Services and
Administration.
Elected Corporate Officer -- 1985.
THOMAS C. FREYMAN**, 42
1992 to present -- Vice President and Treasurer.
Elected Corporate Officer -- 1991.
DAVID B. GOFFREDO, 42
1992 to 1993 -- Divisional Vice President, Pharmaceutical Products
Marketing.
1993 to 1995 -- Divisional Vice President, Pharmaceutical Products Sales and
Marketing.
1995 to present -- Vice President, Pharmaceutical Products Sales and
Marketing.
Elected Corporate Officer -- 1995.
RICHARD A. GONZALEZ**, 43
1992 to 1995 -- Divisional Vice President and General Manager, U.S. and
Canada Diagnostics.
1995 to present -- Vice President, HealthSystems.
Elected Corporate Officer -- 1995.
12
GUILLERMO A. HERRERA, 43
1992 to 1994 -- Regional Director, Europe, Abbott International.
1994 -- General Manager, Abbott Spain and Portugal.
1994 to 1996 -- Area Vice President, Latin America.
1996 to present -- Vice President, Latin America Operations.
Elected Corporate Officer -- 1996.
ARTHUR J. HIGGINS, 40
1992 to 1994 -- Regional Director, Europe, Africa, and Middle East.
1994 to 1995 -- Divisional Vice President, Commercial Operations.
1995 to 1996 -- Divisional Vice President, Pacific, Asia, and Africa
Operations.
1996 to present -- Vice President, Pacific, Asia, and Africa Operations.
Elected Corporate Officer -- 1996.
JAY B. JOHNSTON, 53
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 Systems.
Elected Corporate Officer -- 1993.
JAMES J. KOZIARZ, 48
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**, 55
1992 to present -- Vice President, Taxes.
Elected Corporate Officer -- 1985.
EDWARD L. MICHAEL, 39
1992 to 1994 -- Business Unit Manager.
1995 to 1996 -- Director, Area Operations and Scientific Development.
1997 to present -- Vice President, Diagnostic Operations, Europe, Africa,
and Middle East.
Elected Corporate Officer -- 1997.
THEODORE A. OLSON**, 58
1992 to present -- Vice President and Controller.
Elected Corporate Officer -- 1988.
13
ANDRE G. PERNET, 52
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, 51
1992 -- Vice President, International, Johnson & Johnson (manufacturer of
health care products serving the consumer, pharmaceutical and
professional markets).
1992 to 1993 -- Divisional Vice President and General Manager, Ross
Pediatric Products.
1993 to present -- Vice President, Ross Pediatric Products.
Elected Corporate Officer -- 1993.
WILLIAM H. STADTLANDER, 51
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.
MARCIA A. THOMAS **, 49
1992 to 1995 -- Divisional Vice President and General Manager, Infectious
Diseases Diagnostics.
1995 to 1996 -- Divisional Vice President, Quality Assurance and Regulatory
Affairs, Diagnostics Division.
1996 to present -- Vice President, Quality Assurance and Regulatory Affairs.
Elected Corporate Officer -- 1996.
H. THOMAS WATKINS, 44
1992 to 1993 -- Divisional Vice President and Sector General Manager,
Diagnostics Division.
1994 to 1996 -- Divisional Vice President and General Manager, Asia and
Pacific Diagnostics.
1996 to present -- Vice President, Diagnostic Operations, Asia and Pacific.
Elected Corporate Officer -- 1996.
STEVEN J. WEGER, JR.**, 52
1992 to 1993 -- Director, Strategic Planning, Diagnostics Division.
1994 to 1996 -- Divisional Vice President, Strategic Planning and Technology
Assessment, Diagnostics Division.
1996 to present -- Vice President, Corporate Planning and Development.
Elected Corporate Officer -- 1996.
14
JOSEF WENDLER, 47
1992 -- Regional Director, Europe, Diagnostics Division.
1992 to 1993 -- Divisional Vice President, Pacific, Asia, and Africa.
1993 to 1995 -- Vice President, Pacific, Asia, and Africa Operations.
1995 to present -- Vice President, European Operations.
Elected Corporate Officer 1993.
LANCE B. WYATT**, 52
1992 to 1995 -- Divisional Vice President, Quality Assurance and Regulatory
Affairs.
1995 to present -- Vice President, Corporate Engineering.
Elected Corporate Officer -- 1995.
- ------------------------
** 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).
15
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
Exchange.
MARKET PRICE PER SHARE
------------------------------------------
1996 1995
-------------------- --------------------
HIGH LOW HIGH LOW
--------- --------- --------- ---------
First Quarter.............................................................. 44 3/4 38 1/8 38 3/8 30 5/8
Second Quarter............................................................. 43 7/8 38 5/8 42 3/8 35 5/8
Third Quarter.............................................................. 49 3/4 41 3/8 43 7/8 36 1/8
Fourth Quarter............................................................. 57 3/8 48 3/4 44 3/4 38 1/2
Market prices are as reported by the New York Stock Exchange composite
transaction reporting system.
SHAREHOLDERS
There were 99,513 shareholders of record of Abbott common shares as of
December 31, 1996.
DIVIDENDS
Quarterly dividends of $.24 per share and $.21 per share were declared on
common shares in 1996 and 1995, respectively.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference for the years 1992 through 1996 are the
applicable portions of the section captioned "Summary of Selected Financial
Data" of the 1996 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 1996, 1995, and 1994
found under the section captioned "Financial Review" of the 1996 Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference are the portions of the 1996 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 15, 1997). Data relating to quarterly results is found in Note 8.
16
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference are "Committees of the Board of Directors,"
and "Information Concerning Nominees for Directors" found in the 1997 Abbott
Laboratories Proxy Statement (1997 Proxy Statement).
ITEM 11. EXECUTIVE COMPENSATION
The material in the 1997 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 Executive Officers and Directors" in the 1997 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, 1996, 1995, and 1994 and the related report of Arthur
Andersen LLP dated January 15, 1997, appearing under the portions of the 1996
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 1996
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 1996 Annual
Report:
SCHEDULES PAGE NO.
- ---------------------------------------------------------------------------------------------- -------------
Valuation and Qualifying Accounts (Schedule II) 23
Schedules I, III, IV, and V are not submitted because they are not applicable or not required.
Supplemental Report of Independent Public Accountants 24
Individual Financial Statements of the registrant have been omitted pursuant to Rule 3.05,
paragraph (1) of Regulation S-X.
17
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 21 and 22 of this Form 10-K.
(b) REPORTS ON FORM 8-K DURING THE QUARTER ENDED DECEMBER 31, 1996:
No reports on Form 8-K were filed during the quarter ended December 31,
1996.
(c) EXHIBITS FILED (SEE EXHIBIT INDEX ON PAGES 21 AND 22).
(d) FINANCIAL STATEMENT SCHEDULES FILED (PAGE 23).
18
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 14, 1997
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 on February 14, 1997 in the capacities indicated below.
/s/ DUANE L. BURNHAM
Duane L. Burnham
Chairman of the Board,
Chief Executive Officer and
Director of Abbott Laboratories
(principal executive officer)
/s/ GARY P. COUGHLAN
Gary P. Coughlan
Senior Vice President, Finance and
Chief Financial Officer
(principal financial officer)
/s/ THOMAS R. HODGSON
Thomas R. Hodgson
President, Chief Operating Officer
and Director of Abbott Laboratories
/s/ THEODORE A. OLSON
Theodore A. Olson
Vice President and Controller
(principal accounting officer)
/s/ K. FRANK AUSTEN, M.D.
K. Frank Austen, M.D.
Director of Abbott Laboratories
/s/ H. LAURANCE FULLER
H. Laurance Fuller
Director of Abbott Laboratories
/s/ ALLEN F. JACOBSON
Allen F. Jacobson
Director of Abbott Laboratories
/s/ DAVID A. JONES
David A. Jones
Director of Abbott Laboratories
/s/ DAVID A. L. OWEN
David A. L. Owen
Director of Abbott Laboratories
/s/ BOONE POWELL, JR.
Boone Powell, Jr.
Director of Abbott Laboratories
19
/s/ A. BARRY RAND
A. Barry Rand
Director of Abbott Laboratories
/s/ W. ANN REYNOLDS
W. Ann Reynolds
Director of Abbott Laboratories
/s/ WILLIAM D. SMITHBURG
William D. Smithburg
Director of Abbott Laboratories
/s/ JOHN R. WALTER
John R. Walter
Director of Abbott Laboratories
/s/ WILLIAM L. WEISS
William L. Weiss
Director of Abbott Laboratories
20
EXHIBIT INDEX
ABBOTT LABORATORIES
ANNUAL REPORT
FORM 10-K
1996
10-K
EXHIBIT
TABLE
ITEM NO.
- ---------
3.1 * Articles of Incorporation-Abbott Laboratories, filed as Exhibit 3.1 to the Abbott Laboratories
Quarterly Report on Form 10-Q for the Quarter ended March 31, 1994.
3.2 Corporate ByLaws-Abbott Laboratories.
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 5.6% 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' Certificate and Company Order with respect to the Company's $200,000,000 5.6% Notes filed as
Exhibit 4.8 to the Abbott Laboratories Quarterly Report for the Quarter ended September 30, 1993 on
Form 10-Q.
4.9 * Form of 6.8% Note issued pursuant to Indenture filed as Exhibit 4.9 to the 1995 Abbott Laboratories
Annual Report on Form 10-K.
4.10 * Actions of Authorized Officers with respect to the Company's $150,000,000 6.8% Notes filed as Exhibit
4.10 to the 1995 Abbott Laboratories Annual Report on Form 10-K.
4.11 * Officers' Certificate and Company Order with respect to the Company's $150,000,000 6.8% Notes filed as
Exhibit 4.11 to the 1995 Abbott Laboratories Annual Report on Form 10-K.
4.12 Resolution of the Company's Board of Directors relating to the 6.4% Notes.
4.13 Form of $50,000,000 6.4% Note issued pursuant to Indenture.
4.14 Form of $200,000,000 6.4% Note issued pursuant to Indenture.
4.15 Actions of Authorized Officers with respect to the Company's 6.4% Notes.
4.16 Officers' Certificate and Company Order with respect to the Company's 6.4% Notes.
21
10-K
EXHIBIT
TABLE
ITEM NO.
- ---------
Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies
of such agreements will be furnished to the Securities and Exchange Commission upon request.
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 1986 Incentive Stock Program, filed as an exhibit (pages 37-59) to the 1989
Abbott Laboratories Annual Report on Form 10-K.**
10.3 * 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.**
10.4 * 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.**
10.5 * Abbott Laboratories 401(k) Supplemental Plan, filed as Exhibit 10.7 to the Abbott Laboratories 1993
Annual Report on Form 10-K.**
10.6 Abbott Laboratories Supplemental Pension Plan.**
10.7 The 1986 Abbott Laboratories Management Incentive Plan.**
10.8 * Abbott Laboratories Non-Employee Directors' Fee Plan, filed as Exhibit 10.10 to the Abbott
Laboratories 1993 Annual Report on Form 10-K.**
10.9 * The Abbott Laboratories 1996 Incentive Stock Program, filed as Exhibit 10.1 to the Abbott Laboratories
Quarterly Report for the Quarter ended June 30, 1996 on Form 10-Q.**
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, 1996 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 1992 through 1996.
21 Subsidiaries of Abbott Laboratories.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
The 1997 Abbott Laboratories Proxy Statement will be filed with the Securities and Exchange Commission
under separate cover on or about March 11, 1997.
- ------------------------
* 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.
22
ABBOTT LABORATORIES AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(DOLLARS IN THOUSANDS)
AMOUNTS
BALANCE AT PROVISIONS CHARGED OFF,
ALLOWANCES FOR DOUBTFUL BEGINNING CHARGED TO NET OF BALANCE AT
ACCOUNTS AND SALES DEDUCTIONS OF YEAR INCOME (A) RECOVERIES END OF YEAR
- -------------------------------------------------------------- ---------- ----------- ------------ -----------
1996 $ 157,990 $ 7,389 $ (11,955) $ 153,424
---------- ----------- ------------ -----------
---------- ----------- ------------ -----------
1995 $ 128,929 $ 32,462 $ (3,401) $ 157,990
---------- ----------- ------------ -----------
---------- ----------- ------------ -----------
1994 $ 116,925 $ 18,123 $ (6,119) $ 128,929
---------- ----------- ------------ -----------
---------- ----------- ------------ -----------
- ------------------------
(a) Represents provisions related to allowances for doubtful accounts and the
net change in the allowances for sales deductions.
23