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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549


FORM 10-Q

(Mark One)

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                             to                              

Commission File No. 1-2189

ABBOTT LABORATORIES

  
An Illinois Corporation
I.R.S. Employer Identification
No. 36-0698440

100 Abbott Park Road
Abbott Park, Illinois 60064-6400

Telephone: (847) 937-6l00

        Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding l2 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  ý.    No  o.

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ý.    No  o.

        As of September 30, 2003, Abbott Laboratories had 1,563,353,283 common shares without par value outstanding.




PART I. FINANCIAL INFORMATION

Abbott Laboratories and Subsidiaries

Condensed Consolidated Financial Statements

(Unaudited)



Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Earnings

(Unaudited)

(dollars and shares in thousands except per share data)

 
  Three Months Ended
September 30

  Nine Months Ended
September 30

 
 
  2003
  2002
  2003
  2002
 
Net Sales   $ 4,845,881   $ 4,341,236   $ 14,149,979   $ 12,845,414  
   
 
 
 
 

Cost of products sold

 

 

2,346,807

 

 

2,067,494

 

 

6,815,403

 

 

6,130,161

 
Research and development     438,999     393,125     1,247,779     1,129,298  
Acquired in-process research and development     61,240         100,240     107,700  
Selling, general and administrative     1,087,796     967,218     3,769,887     2,836,912  
   
 
 
 
 
 
Total Operating Cost and Expenses

 

 

3,934,842

 

 

3,427,837

 

 

11,933,309

 

 

10,204,071

 
   
 
 
 
 

Operating Earnings

 

 

911,039

 

 

913,399

 

 

2,216,670

 

 

2,641,343

 

Net interest expense

 

 

36,224

 

 

52,757

 

 

111,898

 

 

157,864

 
(Income) from TAP Pharmaceutical Products Inc. joint venture     (142,821 )   (171,586 )   (407,451 )   (507,299 )
Net foreign exchange loss     5,573     28,900     49,833     71,992  
Other (income) expense, net     (8,578 )   49,618     (29,407 )   49,122  
   
 
 
 
 
  Earnings Before Taxes     1,020,641     953,710     2,491,797     2,869,664  

Taxes on earnings

 

 

259,424

 

 

233,659

 

 

682,956

 

 

703,068

 
   
 
 
 
 

Net Earnings

 

$

761,217

 

$

720,051

 

$

1,808,841

 

$

2,166,596

 
   
 
 
 
 

Basic Earnings Per Common Share

 

$

0.49

 

$

0.46

 

$

1.16

 

$

1.39

 
   
 
 
 
 

Diluted Earnings Per Common Share

 

$

0.48

 

$

0.46

 

$

1.15

 

$

1.38

 
   
 
 
 
 

Cash Dividends Declared Per Common Share

 

$

0.245

 

$

0.235

 

$

0.735

 

$

0.705

 
   
 
 
 
 

Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share

 

 

1,562,898

 

 

1,562,332

 

 

1,562,476

 

 

1,560,379

 

Dilutive Common Stock Options

 

 

9,207

 

 

6,619

 

 

8,480

 

 

13,558

 
   
 
 
 
 

Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options

 

 

1,572,105

 

 

1,568,951

 

 

1,570,956

 

 

1,573,937

 
   
 
 
 
 

Outstanding Common Stock Options Having No Dilutive Effect

 

 

59,836

 

 

63,001

 

 

59,207

 

 

22,558

 
   
 
 
 
 

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

1



Abbott Laboratories and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(dollars in thousands)

 
  Nine Months Ended
September 30

 
 
  2003
  2002
 
Cash Flow From (Used in) Operating Activities:              
  Net earnings   $ 1,808,841   $ 2,166,596  
  Adjustments to reconcile net earnings to net cash from operating activities—              
 
Depreciation

 

 

646,075

 

 

638,311

 
  Amortization of intangibles     256,760     253,198  
  Acquired in-process research and development     100,240     107,700  
  Trade receivables     188,516     (37,833 )
  Inventories     (76,740 )   (191,652 )
  Other, net     176,028     47,095  
   
 
 
    Net Cash From Operating Activities     3,099,720     2,983,415  
   
 
 

Cash Flow From (Used in) Investing Activities:

 

 

 

 

 

 

 
  Acquisitions of businesses and technology     (463,886 )   (585,999 )
  Acquisitions of property and equipment     (936,274 )   (910,103 )
  Investment securities transactions     252,064     (38,699 )
  Other, net     64,393     12,461  
   
 
 
    Net Cash (Used in) Investing Activities     (1,083,703 )   (1,522,340 )
   
 
 

Cash Flow From (Used in) Financing Activities:

 

 

 

 

 

 

 
  Proceeds from (repayments of) commercial paper, net     (839,850 )   (742,841 )
  Other borrowing transactions, net     913,018     245,888  
  Common share transactions, net     (48,770 )   129,304  
  Dividends paid     (1,132,665 )   (1,060,654 )
   
 
 
    Net Cash (Used in) Financing Activities     (1,108,267 )   (1,428,303 )
   
 
 

Effect of exchange rate changes on cash and cash equivalents

 

 

69,737

 

 

52,498

 
   
 
 

Net Increase in Cash and Cash Equivalents

 

 

977,487

 

 

85,270

 
Cash and Cash Equivalents, Beginning of Year     704,450     657,378  
   
 
 
Cash and Cash Equivalents, End of Period   $ 1,681,937   $ 742,648  
   
 
 

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

2



Abbott Laboratories and Subsidiaries

Condensed Consolidated Balance Sheet

(Unaudited)

(dollars in thousands)

 
  September 30
2003

  December 31
2002

 
Assets              
Current Assets:              
  Cash and cash equivalents   $ 1,681,937   $ 704,450  
  Investment securities     71,414     261,677  
  Trade receivables, less allowances of $231,424 in 2003 and $198,116 in 2002     2,882,025     2,927,370  
  Inventories:              
    Finished products     1,368,366     1,274,760  
    Work in process     635,954     563,659  
    Materials     657,919     602,883  
   
 
 
      Total inventories     2,662,239     2,441,302  
Prepaid expenses, deferred income taxes, and other receivables     2,963,263     2,786,973  
   
 
 
      Total Current Assets     10,260,878     9,121,772  
   
 
 
Investment Securities Maturing after One Year     333,010     250,779  
   
 
 
Property and Equipment, at Cost     12,827,025     12,147,673  
  Less: accumulated depreciation and amortization     6,726,710     6,319,551  
   
 
 
  Net Property and Equipment     6,100,315     5,828,122  
Intangible Assets, net of amortization     3,898,326     3,919,248  
Goodwill     4,224,335     3,732,533  
Deferred Income Taxes, Investment in Joint Ventures and Other Assets     1,337,905     1,406,648  
   
 
 
    $ 26,154,769   $ 24,259,102  
   
 
 

Liabilities and Shareholders' Investment

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 
  Short-term borrowings   $ 803,774   $ 1,927,543  
  Trade accounts payable     1,318,196     1,661,650  
  Salaries, dividends payable, and other accruals     3,868,073     3,149,511  
  Income taxes payable     133,721     42,387  
  Current portion of long-term debt     1,915,369     221,111  
   
 
 
      Total Current Liabilities     8,039,133     7,002,202  
   
 
 
Long-Term Debt     3,908,314     4,273,973  
   
 
 
Post-employment Obligations and Other Long-term Liabilities     2,342,535     2,318,374  
   
 
 
Commitments and Contingencies              
Shareholders' Investment:              
  Preferred shares, one dollar par value Authorized—1,000,000 shares, none issued          
  Common shares, without par value Authorized—2,400,000,000 shares Issued at stated capital amount—Shares: 2003: 1,579,098,412; 2002: 1,578,944,551     2,997,861     2,891,266  
  Common shares held in treasury, at cost—Shares: 2003: 15,745,129; 2002: 15,876,449     (229,927 )   (231,845 )
  Unearned compensation—restricted stock awards     (64,903 )   (76,472 )
  Earnings employed in the business     9,139,985     8,601,386  
  Accumulated other comprehensive income (loss)     21,771     (519,782 )
   
 
 
    Total Shareholders' Investment     11,864,787     10,664,553  
   
 
 
    $ 26,154,769   $ 24,259,102  
   
 
 

The accompanying notes to condensed consolidated financial statements are an integral part of this statement.

3



Abbott Laboratories and Subsidiaries

Notes to Condensed Consolidated Financial Statements

September 30, 2003

(Unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited, condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, in the opinion of management, all adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. It is suggested that these statements be read in conjunction with the financial statements included in Abbott's Annual Report on Form 10-K for the year ended December 31, 2002.

Note 2—Supplemental Financial Information
(dollars in thousands)

 
  Three Months Ended
September 30

  Nine Months Ended
September 30

 
 
  2003
  2002
  2003
  2002
 
Net Interest Expense:                          
  Interest expense   $ 47,174   $ 61,160   $ 143,360   $ 184,293  
  Interest income     (10,950 )   (8,403 )   (31,462 )   (26,429 )
   
 
 
 
 
Total   $ 36,224   $ 52,757   $ 111,898   $ 157,864  
   
 
 
 
 

Note 3—Taxes on Earnings

        Taxes on earnings reflect the estimated annual effective rates, and for 2003, include the effect of the charge for the settlement of the Ross enteral nutritional investigation and for the charges for acquired in-process research and development. The effective tax rates, excluding the effect of these 2003 charges, are less than the statutory U.S. federal income tax rate principally due to the domestic dividend exclusion and the benefit of tax exemptions in several taxing jurisdictions.

Note 4—Litigation and Environmental Matters

        Abbott is involved in various claims and legal proceedings including a number of antitrust suits and investigations in connection with the pricing of prescription pharmaceuticals. These suits and investigations 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 retail pharmacies and name certain pharmaceutical manufacturers, including Abbott, as defendants. The cases seek treble damages, civil penalties, and injunctive and other relief. Abbott has filed a response to each of the complaints denying all substantive allegations.

        The U.S. Attorney's office in the Southern District of Illinois is conducting an industry-wide investigation of the enteral nutritional business. The investigation is both civil and criminal in nature. In the second quarter of 2003, Abbott reached a settlement with the U.S. Attorney resolving all outstanding allegations by the government, and accrued a charge of $622 million; of which $614 million is classified as Selling, general and administration expense and $8 million is classified as Cost of products sold. This reserve is included in the Condensed Consolidated Balance Sheet under Salaries, dividends payable, and other accruals. In the fourth quarter 2003, Abbott paid the settlement amount of $614 million, which was primarily funded by third quarter borrowings.

        There are several lawsuits pending in connection with the sales of Hytrin. These suits allege that Abbott violated state or federal antitrust laws and, in some cases, unfair competition laws by signing patent settlement agreements with Geneva Pharmaceuticals, Inc. and Zenith Laboratories, Inc in 1998. Those agreements related to pending patent infringement lawsuits between Abbott and the two companies. Some of the suits also allege that

4



Abbott violated various state or federal laws by filing frivolous patent infringement lawsuits to protect Hytrin from generic competition. The cases seek treble damages, civil penalties and other relief. Abbott has filed or intends to file a response to each of the complaints denying all substantive allegations.

        Abbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of locations in the United States and Puerto Rico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations. Abbott has recorded an estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure. No individual site cleanup exposure is expected to exceed $3 million, and the aggregate cleanup exposure is not expected to exceed $20 million.

        For its legal proceedings and environmental exposures discussed in this note and in Note 5, Abbott estimates the range of possible loss to be from approximately $125 million to $200 million, excluding the enteral nutritional investigation. Abbott has recorded reserves of approximately $150 million for these proceedings and exposures. These reserves represent management's best estimate of probable loss, as defined by Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies."

        While it is not feasible to predict the outcome of all such proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on Abbott's financial position, cash flows, or results of operations, except with respect to the enteral nutritional investigation. Payment to the government of the enteral nutritional settlement will be material to operating cash flows in the fourth quarter of 2003.

Note 5—TAP Pharmaceutical Products Inc.

        TAP and Abbott have been named as defendants in several lawsuits alleging violations of various state or federal laws in connection with TAP's marketing and pricing of Lupron. Abbott has filed or intends to file a response to each of the lawsuits denying all substantive allegations.

        Within the next year, legal proceedings may occur that may result in a change in the estimated reserves recorded by TAP and Abbott. 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 Abbott's financial position, cash flows, or results of operations.

Note 6—U.S. Food and Drug Administration Consent Decree

        In November 1999, Abbott reached agreement with the U.S. government to have a consent decree entered to settle issues involving Abbott's diagnostics manufacturing operations in Lake County, Ill. The decree, as amended, requires Abbott to ensure its diagnostics manufacturing processes in Lake County conform with the U.S. Food and Drug Administration's (FDA) Quality System Regulation (QSR). The decree allows for the continued manufacture and distribution of medically necessary diagnostic products made in Lake County. However, Abbott is prohibited from manufacturing or distributing certain diagnostic products until Abbott ensures the processes in its Lake County diagnostics manufacturing operations conform with the QSR. The decree allows Abbott to export diagnostic products and components for sale and distribution outside the United States if they meet the export requirements of the Federal Food, Drug and Cosmetic Act. Under the terms of the amended consent decree, Abbott was to ensure its diagnostics manufacturing operations are in conformance with the QSR by January 15, 2001. The FDA performed an inspection of Abbott's Lake County, Ill. diagnostics manufacturing operations during the fourth quarter of 2001 and first quarter of 2002 to determine whether those operations are in conformity with the QSR. In May 2002, these operations were found not to be in conformity. Accordingly, Abbott was required to make additional payments to the government and continue its efforts to achieve full compliance. A pretax charge of $129 million to Cost of products sold related to this matter was recorded in the second quarter of 2002. The FDA will determine Abbott's conformance with the QSR after a re-inspection of Abbott's facilities. If the FDA concludes that the operations are not in conformance with the QSR, Abbott may continue to be subject to additional costs and loss of revenue.

5



Note 7—Comprehensive Income, net of tax
(dollars in thousands)

 
  Three Months Ended
September 30

  Nine Months Ended
September 30

 
 
  2003
  2002
  2003
  2002
 
Foreign currency translation adjustments   $ (486,984 ) $ 319,062   $ 495,660   $ 364,615  
Unrealized gains (losses) on marketable equity securities     19,102     (22,258 )   53,770     (89,505 )
Net gains (losses) on derivative instruments designated as cash flow hedges     38,141     (15,225 )   9,260     (30,195 )
Reclassification adjustment for realized gains     (6,169 )   11,306     (17,137 )   (1,623 )
   
 
 
 
 
Other comprehensive income (loss), net of tax     (435,910 )   292,885     541,553     243,292  
Net Earnings     761,217     720,051     1,808,841     2,166,596  
   
 
 
 
 
Comprehensive Income   $ 325,307   $ 1,012,936   $ 2,350,394   $ 2,409,888  
   
 
 
 
 
Supplemental Comprehensive Income Information, net of tax:                          
Cumulative foreign currency translation (income) loss adjustments               $ (187,418 ) $ 271,307  
Minimum pension liability adjustments                 203,182      
Cumulative unrealized losses (gains) on marketable equity securities                 (45,641 )   61,324  
Cumulative losses on derivative instruments designated as cash flow hedges                 8,106     18,787  

Note 8—Segment Information (dollars in millions)

        Revenue Segments—Abbott's principal business is the discovery, development, manufacture and sale of a broad line of health care products. Abbott's products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians' offices and government agencies throughout the world. Abbott's reportable segments are as follows:

        Pharmaceutical Products—U.S. sales of a broad line of pharmaceuticals.

        Diagnostic Products—Worldwide sales of diagnostic systems and tests for blood banks, hospitals, consumers, commercial laboratories and alternate-care testing sites.

        Hospital Products—U.S. sales of intravenous and irrigation fluids and related administration equipment, drugs and drug-delivery systems, anesthetics, critical care products, and other medical specialty products for hospitals and alternate-care sites.

        Ross Products—U.S. sales of a broad line of adult and pediatric nutritional products, pediatric pharmaceuticals and consumer products.

        International—Non-U.S. sales of Abbott's pharmaceutical, hospital and nutritional products. Products sold by International are manufactured by domestic segments and by international manufacturing locations.

        Abbott's underlying accounting records are maintained on a legal entity basis for government and public reporting requirements. Segment disclosures are on a performance basis consistent with internal management reporting. Intersegment transfers of inventory are recorded at standard cost and are not a measure of segment operating earnings. The cost of some corporate functions and the cost of certain employee benefits are sold to reportable segments at predetermined rates that approximate cost. Remaining costs, if any, are not allocated to reportable segments. Intangible assets and related amortization from business acquisitions are not allocated to segments. The following segment information has been prepared in accordance with the internal accounting

6



policies of Abbott, as described above, and are not presented in accordance with generally accepted accounting principles applied to the consolidated financial statements.

 
  Net Sales to External Customers
  Operating Earnings
 
 
  Three Months Ended
September 30

  Nine Months
Ended
September 30

  Three Months Ended
September 30

  Nine Months
Ended
September 30

 
 
  2003
  2002
  2003
  2002
  2003
  2002
  2003
  2002
 
Pharmaceutical   $ 1,287   $ 1,073   $ 3,626   $ 3,020   $ 401   $ 399   $ 1,103   $ 983  
Diagnostics (worldwide)     756     734     2,235     2,148     80     48     190     178  
Hospital     791     733     2,256     2,169     188     166     528     557  
Ross     519     492     1,597     1,586     145     132     558     532  
International     1,359     1,201     4,098     3,667     286     287     939     950  
   
 
 
 
 
 
 
 
 
Total Reportable Segments     4,712     4,233     13,812     12,590     1,100     1,032     3,318     3,200  
Other     134     108     338     255                          
   
 
 
 
                         
Net Sales   $ 4,846   $ 4,341   $ 14,150   $ 12,845                          
   
 
 
 
                         
Corporate functions                             53     58     161     147  
Benefit plans costs                             19     (2 )   37     31  
Non-reportable segments                             13     (1 )   17     5  
Net interest expense                             36     53     112     158  
Acquired in-process research and development