SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
| (Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003 |
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OR |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission File No. 1-2189 |
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ABBOTT LABORATORIES
| An Illinois Corporation |
I.R.S. Employer Identification No. 36-0698440 |
100 Abbott Park Road Abbott Park, Illinois 60064-6400 |
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Telephone: (847) 937-6l00 |
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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 |
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|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
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| 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 |
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|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
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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 Authorized1,000,000 shares, none issued | | | ||||||||
| Common shares, without par value Authorized2,400,000,000 shares Issued at stated capital amountShares: 2003: 1,579,098,412; 2002: 1,578,944,551 | 2,997,861 | 2,891,266 | ||||||||
| Common shares held in treasury, at costShares: 2003: 15,745,129; 2002: 15,876,449 | (229,927 | ) | (231,845 | ) | ||||||
| Unearned compensationrestricted 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 1Basis 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 2Supplemental Financial Information
(dollars in thousands)
| |
Three Months Ended September 30 |
Nine Months Ended September 30 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2003 |
2002 |
2003 |
2002 |
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| 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 3Taxes 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 4Litigation 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
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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 5TAP 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 6U.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.
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Note 7Comprehensive Income, net of tax
(dollars in thousands)
| |
Three Months Ended September 30 |
Nine Months Ended September 30 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
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| 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 8Segment Information (dollars in millions)
Revenue SegmentsAbbott'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 ProductsU.S. sales of a broad line of pharmaceuticals.
Diagnostic ProductsWorldwide sales of diagnostic systems and tests for blood banks, hospitals, consumers, commercial laboratories and alternate-care testing sites.
Hospital ProductsU.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 ProductsU.S. sales of a broad line of adult and pediatric nutritional products, pediatric pharmaceuticals and consumer products.
InternationalNon-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
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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 |
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| |
2003 |
2002 |
2003 |
2002 |
2003 |
2002 |
2003 |
2002 |
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| 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 | |||||||||||||||||||||||||