Exhibit 13 The portions of the Abbott Laboratories Annual Report for the year ended December 31, 1994 captioned Financial Review, Consolidated Balance Sheet, Consolidated Statement of Earnings, Consolidated Statement of Cash Flows, Consolidated Statement of Shareholders' Investment, Notes to Consolidated Financial Statements, Report of Independent Public Accountants, and the applicable portions of the section captioned Summary of Financial Data for the Years 1990 through 1994. Abbott Laboratories and Subsidiaries CONSOLIDATED BALANCE SHEET (Dollars in Thousands) ASSETS December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Current Assets: Cash and cash equivalents...................... $ 290,272 $ 300,676 $ 116,576 Investment securities.......................... 25,056 78,149 141,601 Trade receivables, less allowances of - 1994: $128,929; 1993: $116,925; 1992: $106,857. 1,468,519 1,336,222 1,244,396 Inventories - Finished products............................ 514,715 476,548 421,932 Work in process.............................. 218,643 216,493 190,163 Materials.................................... 284,833 247,492 251,713 ---------- ---------- ---------- Total inventories.......................... 1,018,191 940,533 863,808 Prepaid income taxes........................... 549,091 458,026 477,387 Other prepaid expenses and receivables......... 525,199 471,929 387,970 ---------- ---------- ---------- Total Current Assets........................... 3,876,328 3,585,535 3,231,738 ---------- ---------- ---------- Investment Securities Maturing after One Year.... 316,195 221,815 270,639 ---------- ---------- ---------- Property and Equipment, at Cost: Land........................................... 145,634 137,636 120,617 Buildings...................................... 1,349,668 1,261,620 1,064,974 Equipment...................................... 4,764,296 4,169,279 3,735,259 Construction in progress....................... 794,006 652,611 576,291 ---------- ---------- ---------- 7,053,604 6,221,146 5,497,141 Less: accumulated depreciation and amortization............................. 3,132,754 2,710,155 2,397,903 ---------- ---------- ---------- Net Property and Equipment..................... 3,920,850 3,510,991 3,099,238 Deferred Charges and Other Assets................ 410,351 370,228 339,621 ---------- ---------- ---------- $8,523,724 $7,688,569 $6,941,236 ========== ========== ========== The accompanying notes to consolidated financial statements are an integral part of this statement. Abbott Laboratories and Subsidiaries CONSOLIDATED BALANCE SHEET (Dollars in Thousands) LIABILITIES AND SHAREHOLDERS' INVESTMENT December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Current Liabilities: Short-term borrowings and current portion of long-term debt............................... $ 772,503 $ 843,594 $ 916,263 Trade accounts payable......................... 671,100 638,509 597,226 Salaries, wages and commissions................ 270,539 215,432 196,259 Other accrued liabilities...................... 1,140,154 933,049 905,877 Dividends payable.............................. 152,515 139,600 125,300 Income taxes payable........................... 469,055 324,749 41,583 ---------- ---------- ---------- Total Current Liabilities...................... 3,475,866 3,094,933 2,782,508 ---------- ---------- ---------- Long-Term Debt................................... 287,091 306,840 110,018 ---------- ---------- ---------- Other Liabilities and Deferrals: Deferred income taxes.......................... 55,597 51,383 321,301 Other.......................................... 655,770 560,484 379,768 ---------- ---------- ---------- Total Other Liabilities and Deferrals.......... 711,367 611,867 701,069 ---------- ---------- ---------- Shareholders' Investment: Preferred shares, one dollar par value Authorized - 1,000,000 shares, none issued... --- --- --- Common shares, without par value Authorized - 1,200,000,000 shares Issued at stated capital amount - 1994: 813,046,602 shares; 1993: 830,941,614 shares; 1992: 846,017,815 shares............. 505,170 469,828 442,390 Earnings employed in the business................ 3,652,434 3,364,952 2,990,689 Cumulative translation adjustments............... (51,124) (100,716) (23,131) ---------- ---------- ---------- 4,106,480 3,734,064 3,409,948 Less: Common shares held in treasury, at cost - 1994: 9,766,880 shares; 1993: 9,811,930 shares; 1992: 9,965,386 shares......................... 51,545 51,783 52,593 Unearned compensation - restricted stock awards.. 5,535 7,352 9,714 ---------- ---------- ---------- Total Shareholders' Investment................. 4,049,400 3,674,929 3,347,641 ---------- ---------- ---------- $8,523,724 $7,688,569 $6,941,236 ========== ========== ========== Abbott Laboratories and Subsidiaries CONSOLIDATED STATEMENT OF EARNINGS (Dollars in Thousands Except Per Share Data) Year Ended December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Net Sales...................................... $9,156,009 $8,407,843 $7,851,912 ---------- ---------- ---------- Cost of products sold.......................... 3,993,831 3,684,727 3,505,273 Research and development....................... 963,516 880,974 772,407 Selling, general and administrative............ 2,054,455 1,988,176 1,833,220 Provision for product withdrawal............... --- (70,000) 215,000 ---------- ---------- ---------- Total Operating Cost and Expenses............ 7,011,802 6,483,877 6,325,900 ---------- ---------- ---------- Operating Earnings............................. 2,144,207 1,923,966 1,526,012 Interest expense............................... 49,722 54,283 52,961 Interest and dividend income................... (36,907) (37,821) (42,250) Other (income) expense, net.................... (35,298) (35,726) 48,534 Gain on sale of investment..................... --- --- (271,986) ---------- ---------- ---------- Earnings Before Taxes.......................... 2,166,690 1,943,230 1,738,753 Taxes on earnings.............................. 650,007 544,104 499,696 ---------- ---------- ---------- Net Earnings................................... $1,516,683 $1,399,126 $1,239,057 ========== ========== ========== Earnings Per Common Share...................... $1.87 $1.69 $1.47 ===== ===== ===== Average Number of Common Shares Outstanding.... 812,236,000 828,988,000 844,122,000 =========== =========== =========== The accompanying notes to consolidated financial statements are an integral part of this statement. Abbott Laboratories and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) Year Ended December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Cash Flow From (Used in) Operating Activities: Net earnings.................................... $1,516,683 $1,399,126 $1,239,057 Adjustments to reconcile net earnings to net cash from operating activities - Depreciation and amortization................... 510,504 484,081 427,782 Exchange (gains) losses, net.................... 8,600 41,795 24,925 Investing and financing (gains) losses, net..... 21,834 (6,038) 36,511 Trade receivables............................... (109,623) (192,451) (181,085) Inventories..................................... (52,293) (91,490) (109,087) Prepaid expenses and other assets............... (183,705) (93,759) (114,009) Trade accounts payable and other liabilities.... 360,216 96,095 276,617 Income taxes payable............................ 139,921 279,550 (154,876) Provision for product withdrawal................ --- (70,000) 215,000 Gain on sale of investment...................... --- --- (271,986) ---------- ---------- ---------- Net Cash From Operating Activities............ 2,212,137 1,846,909 1,388,849 ---------- ---------- ---------- Cash Flow From (Used in) Investing Activities: Acquisitions of property, equipment and businesses.................................... (929,488) (952,732) (1,007,247) Purchases of investment securities.............. (226,728) (335,915) (178,727) Proceeds from sales of investment securities.... 185,268 447,983 496,120 Other........................................... 26,863 46,826 22,277 ---------- ---------- ---------- Net Cash Used in Investing Activities......... (944,085) (793,838) (667,577) ---------- ---------- ---------- Cash Flow From (Used in) Financing Activities: Proceeds from borrowings with original maturities of more than three months.......... 107,868 289,429 196,487 Repayments of borrowings with original maturities of more than three months.......... (89,977) (197,090) (213,833) Proceeds from (repayments of) other borrowings.. (115,725) 30,124 381,848 Purchases of common shares...................... (615,946) (465,822) (607,598) Proceeds from stock options exercised........... 36,214 27,536 74,027 Dividends paid.................................. (602,356) (548,044) (488,413) ---------- ---------- ---------- Net Cash Used in Financing Activities......... (1,279,922) (863,867) (657,482) ---------- ---------- ---------- Abbott Laboratories and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) (Dollars in Thousands) Year Ended December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Effect of exchange rate changes on cash and cash equivalents................................. 1,466 (5,104) (7,609) ---------- ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents (10,404) 184,100 56,181 Cash and Cash Equivalents, Beginning of Year....... 300,676 116,576 60,395 ---------- ---------- ---------- Cash and Cash Equivalents, End of Year............. $ 290,272 $ 300,676 $ 116,576 ========== ========== ========== Supplemental Cash Flow Information: Income taxes paid............................... $ 571,215 $ 332,834 $ 702,897 Interest paid................................... 50,157 52,477 58,709 The accompanying notes to consolidated financial statements are an integral part of this statement. Abbott Laboratories and Subsidiaries CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT (Dollars in Thousands Except Per Share Data) Year Ended December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Common Shares: Issued at Beginning of Year Shares: 1994: 830,941,614; 1993: 846,017,815; 1992: 860,765,782............................ $ 469,828 $ 442,390 $ 361,008 Issued under incentive stock programs Shares: 1994: 3,247,207; 1993: 2,602,920; 1992: 5,865,601.............................. 38,638 29,619 61,683 Tax benefit from sale of option shares and vesting of restricted stock awards (no share effect)............................ 9,800 8,300 29,800 Retired - Shares: 1994: 21,142,219; 1993: 17,679,121; 1992: 20,613,568........... (13,096) (10,481) (10,101) ---------- ---------- ---------- Issued at End of Year Shares: 1994: 813,046,602; 1993: 830,941,614; 1992: 846,017,815............................ $ 505,170 $ 469,828 $ 442,390 ========== ========== ========== Earnings Employed in the Business: Balance at Beginning of Year................... $3,364,952 $2,990,689 $2,867,857 Net earnings................................... 1,516,683 1,399,126 1,239,057 Cash dividends declared on common shares (per share-1994: $.76; 1993: $.68; 1992: $.60) (615,271) (562,344) (507,416) Cost of common shares and share rights retired in excess of stated capital amount... (615,074) (465,724) (614,953) Cost of treasury shares issued below market value of restricted stock awards............. 1,144 3,205 6,144 ---------- ---------- ---------- Balance at End of Year......................... $3,652,434 $3,364,952 $2,990,689 ========== ========== ========== Cumulative Translation Adjustments: Balance at Beginning of Year................... $ (100,716) $ (23,131) $ 37,621 Translation adjustments........................ 49,592 (77,585) (60,752) ---------- ---------- ---------- Balance at End of Year......................... $ (51,124) $ (100,716) $ (23,131) ========== ========== ========== Abbott Laboratories and Subsidiaries CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT (CONTINUED) (Dollars in Thousands Except Per Share Data) Year Ended December 31 ------------------------------------ 1994 1993 1992 ---------- ---------- ---------- Common Shares Held in Treasury: Balance at Beginning of Year Shares: 1994: 9,811,930; 1993: 9,965,386; 1992: 10,236,556........................... $ 51,783 $ 52,593 $ 54,024 Issued under incentive stock programs Shares: 1994: 45,050; 1993: 153,456; 1992: 271,170................................ (238) (810) (1,431) ---------- ---------- ---------- Balance at End of Year Shares: 1994: 9,766,880; 1993: 9,811,930; 1992: 9,965,386.............................. $ 51,545 $ 51,783 $ 52,593 ========== ========== ========== Unearned Compensation - Restricted Stock Awards: Balance at Beginning of Year................... $ 7,352 $ 9,714 $ 9,475 Issued at market value - Shares: 1994: 35,000; 1993: 144,000; 1992: 254,000................. 1,094 3,771 7,079 Lapses - Shares: 1994: 21,600; 1993: 42,800; 1992: 38,000................................. (575) (887) (637) Amortization................................... (2,336) (5,246) (6,203) ---------- ---------- ---------- Balance at End of Year........................... $ 5,535 $ 7,352 $ 9,714 ========== ========== ========== The accompanying notes to consolidated financial statements are an integral part of this statement. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Summary of Significant Accounting Policies BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions. The accounts of foreign subsidiaries are consolidated as of November 30. CASH AND CASH EQUIVALENTS Cash equivalents consist of time deposits and certificates of deposit with original maturities of three months or less. INVENTORIES Inventories are stated at the lower of cost (first-in, first-out basis) or market. Cost includes material and conversion costs. PROPERTY AND EQUIPMENT Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets. PRODUCT LIABILITY Provisions are made for the portions of probable losses that are not covered by product liability insurance. TRANSLATION ADJUSTMENTS For foreign operations in highly inflationary economies, translation gains and losses are included in other (income) expense, net. For remaining foreign operations, translation adjustments are included as a component of shareholders' investment. EARNINGS PER COMMON SHARE Earnings per common share amounts are computed using the weighted average number of common shares outstanding. REVENUE RECOGNITION The Company recognizes revenue from product sales upon shipment to customers. Provisions for discounts and rebates to customers, and returns and other adjustments are provided for in the same period the related sales are recorded. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 2 - Taxes on Earnings (dollars in thousands) Deferred income taxes reflect the tax consequences on future years of temporary differences between the tax bases of assets and liabilities and their financial reporting amounts. Prior to 1993, provisions were made for the estimated amount of income taxes on reported earnings which were payable currently and in the future. The effect of this change on income before taxes and net income was not significant, and prior years' financial statements have not been restated. U.S. income taxes are provided on those earnings of foreign subsidiaries and subsidiaries operating in Puerto Rico under tax incentive grants, which are intended to be remitted to the parent company. Undistributed earnings reinvested indefinitely in foreign subsidiaries as working capital and plant and equipment aggregated $820,000 at December 31, 1994. Deferred income taxes not provided on these earnings are not significant. Earnings before taxes, and the related provisions for taxes on earnings, are as follows: Earnings Before Taxes 1994 1993 1992 ---------- ---------- ---------- Domestic................................. $1,595,279 $1,480,163 $1,418,335 Foreign.................................. 571,411 463,067 320,418 ---------- ---------- ---------- Total...................................... $2,166,690 $1,943,230 $1,738,753 ========== ========== ========== Taxes on Earnings 1994 1993 1992 ---------- ---------- ---------- Current: U.S. Federal and Possessions........... $487,977 $355,813 $347,711 State.................................. 56,548 49,222 63,838 Foreign................................ 192,509 175,455 133,065 ---------- ---------- ---------- Total current............................ 737,034 580,490 544,614 ---------- ---------- ---------- Deferred: Domestic............................... (96,679) (29,461) (35,739) Foreign................................ 9,801 2,066 (9,179) Enacted tax rate changes............... (149) (8,991) - ---------- ---------- ---------- Total deferred........................... (87,027) (36,386) (44,918) ---------- ---------- ---------- Total...................................... $650,007 $544,104 $499,696 ========== ========== ========== Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Differences between the effective income tax rate and the U.S. statutory tax rate were as follows: 1994 1993 1992 ------ ------ ------ Statutory tax rate........................... 35.0% 35.0% 34.0% Benefit of tax exemptions in Puerto Rico, Italy, The Netherlands and Ireland................................ (5.1) (6.7) (6.1) State taxes, net of federal benefit.......... 1.7 1.7 2.1 All other, net............................... (1.6) (2.0) (1.3) ------ ------ ------ Effective tax rate........................... 30.0% 28.0% 28.7% ====== ====== ====== As of December 31, 1994 and 1993, total deferred tax assets were $767,857 and $632,112, respectively, and total deferred tax liabilities were $263,734 and $211,839, respectively. Valuation allowances for deferred tax assets are not significant. The temporary differences that give rise to deferred tax assets and liabilities are as follows: 1994 1993 ---------- --------- Compensation and employee benefits........... $ 157,374 $ 113,927 Accounts receivable reserves................. 107,320 81,293 Inventory reserves........................... 77,787 81,201 Deferred intercompany profit................. 78,317 72,129 State income taxes........................... 37,394 30,715 Depreciation................................. (167,773) (145,767) Other, primarily other accruals and reserves not currently deductible.......... 203,075 173,145 ---------- --------- Total........................................ $ 493,494 $ 406,643 ========== ========= Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 3 - Financial Instruments The Company enters into foreign currency forward exchange contracts to hedge intercompany loans and trade accounts payable where the functional currency of the lending and borrowing entities are not the same. Such contracts are also used to hedge foreign currency denominated third party trade payables and receivables. For intercompany loans, the contracts require the Company to sell foreign currencies, primarily Japanese yen and European currencies, in exchange for primarily U.S. dollars. For intercompany and trade payables and receivables, the currencies hedged are primarily the U.S. dollar, Japanese yen and European currencies. At December 31, 1994, 1993, and 1992, the Company held $717 million, $477 million and $400 million, respectively, of foreign currency forward exchange contracts. The contracts outstanding at December 31, 1994 mature in 1995. These contracts are marked to market each month. The resulting gains or losses are reflected in income and are generally offset by losses or gains on the exposures being hedged. The Company purchases U.S. dollar call options as a hedge of anticipated intercompany purchases by foreign subsidiaries whose functional currency is not the U.S. dollar. These contracts give the Company the right, but not the requirement, to purchase U.S. dollars in exchange for foreign currencies, primarily Japanese yen and European currencies, at predetermined exchange rates. At December 31, 1994, 1993, and 1992, the Company held $370 million, $59 million and $28 million, respectively, of U.S. dollar call option contracts. The contracts outstanding at December 31, 1994 mature in 1995. Realized and unrealized gains and losses on contracts that qualify as hedges of anticipated purchases by foreign subsidiaries are recognized in the same period that the foreign currency exposure is recognized. Contracts that do not qualify for hedge accounting are marked to market each month. The Company purchases foreign currency put options as a hedge against the effect of exchange rate fluctuations on income. These contracts give the Company the right, but not the requirement, to sell foreign currencies, primarily Japanese yen and European currencies, in exchange for U.S. dollars at predetermined exchange rates. These contracts are marked to market each month. The resulting gains or losses are reflected in income and are generally offset by losses or gains on the exposures being hedged. There were no such contracts outstanding at December 31, 1994, 1993, and 1992. The Company manages its exposure to short-term interest rate changes by entering into interest rate swap contracts which effectively convert the floating interest rate on a portion of the Company's commercial paper borrowings to fixed rates. At December 31, 1994 and 1993, the Company held a $200 million contract which matures in August, 1995 and at December 31, 1992, held contracts totaling $300 million. For 1994, the average floating rate received was 4.45% and the fixed rate paid was 4.72%. Gains or losses are recognized in income in the same period that the interest rate exposure is recognized. The gross unrealized holding gains/(losses) on current investment securities and those maturing after one year totalled $2.5 million and $(9.2) million at December 31, 1994, respectively. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The carrying values and fair values of certain of the Company's financial instruments as of December 31 are shown in the table below. The carrying values of all other financial instruments approximate their estimated fair values. Fair value is the quoted market price of the instrument held or the quoted market price of a similar instrument. The counterparties to financial instruments consist of select major international financial institutions. The Company does not expect any losses from nonperformance by these counterparties. (dollars in thousands) 1994 1993 1992 ------------------ ------------------- -------------------- Carrying Fair Carrying Fair Carrying Fair Value Value Value Value Value Value -------- -------- ------- -------- -------- --------- Current Investment Securities................ $ 25,056 $ 25,160 $ 78,149 $ 78,319 $141,601 $142,887 Investment Securities Maturing after One Year... 316,195 309,362 221,815 231,879 270,639 285,763 Long-Term Debt.............. (308,750) (276,134) (308,920) (304,038) (117,165) (115,568) Foreign Currency Forward Exchange Contracts: In a (payable) position. (1,564) (1,564) - - - - In a receivable position 6,528 6,528 - - - - In a net receivable position.............. - - 7,830 7,830 11,572 11,572 Foreign Currency Option Contracts.......... 14,660 744 2,014 0 (20,886) (21,903) Interest Rate Swaps: In a receivable position.. 0 3,150 - - 0 1,700 In a (payable) position... - - 0 (2,280) 0 (1,190) Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 4 - Benefit Plans (dollars in thousands) Retirement plans consist of defined benefit, defined contribution, and medical and dental plans. Pension benefits for the Company's defined benefit plans generally are based on the employee's years of service and compensation near retirement. Certain plan benefits would vest and certain restrictions on the use of plan assets would take effect upon a change in control of the Company. Net pension cost for the Company's significant defined benefit plans includes the following components: 1994 1993 1992 -------- -------- -------- Service cost - benefits earned during the year... $ 67,768 $ 59,381 $ 52,128 Interest cost on projected benefit obligations... 85,414 84,864 76,355 Return on assets................................. 915 (128,221) (46,128) Net amortization and deferral.................... (125,186) (729) (74,779) -------- -------- -------- Net pension cost................................. $ 28,911 $ 15,295 $ 7,576 ======== ======== ======== The plans' funded status at December 31 was as follows: 1994 1993 1992 -------- -------- -------- Actuarial present value of benefit obligations - Vested benefits................................ $799,425 $791,435 $620,537 Nonvested benefits............................. 104,120 97,985 82,557 -------- -------- -------- Accumulated benefit obligations.................. $903,545 $889,420 $703,094 ======== ======== ======== Plans' assets at fair value, principally listed securities.............................. $1,321,051 $1,342,541 $1,244,881 Actuarial present value of projected benefit obligations............................ 1,147,024 1,198,768 951,603 ---------- ---------- ---------- Projected benefit obligations less than plans' assets............................. 174,027 143,773 293,278 Unrecognized net transitional asset.............. (63,866) (74,710) (85,563) Unrecognized prior service cost.................. 15,274 30,951 32,455 Unrecognized net gain............................ (101,139) (57,724) (199,779) ---------- ---------- ---------- Net prepaid pension cost......................... $ 24,296 $ 42,290 $ 40,391 ========== ========== ========== Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Assumptions used for the Company's major defined benefit plan as of December 31 include: 1994 1993 1992 ------ ------ ------ Discount rate for determining obligations and interest cost............................. 8 1/2% 7 1/4% 9% Expected aggregate average long-term change in compensation............................... 4% 4% 6% Expected long-term rate of return on assets..... 9% 9% 10% The Stock Retirement Plan is the principal defined contribution plan. Company contributions to this plan were $45,124 in 1994, $41,225 in 1993, and $37,055 in 1992, equal to 7.33 percent of dividends, as provided under the plan. The Company also provides certain medical and dental benefits to qualifying domestic retirees. Net post-retirement health care cost includes the following components: 1994 1993 1992 -------- -------- -------- Service cost - benefits earned during the year... $27,605 $16,823 $14,681 Interest cost on accumulated post-retirement benefit obligations............................ 35,578 29,266 25,355 Return on assets................................. 810 (9,239) (6,489) Net amortization and deferral.................... (1,561) 2,393 (583) ------- ------- ------- Net post-retirement health care cost............. $62,432 $39,243 $32,964 ======= ======= ======= The plans' funded status at December 31 was as follows: 1994 1993 1992 --------- --------- --------- Actuarial present value of benefit obligations - Retirees....................................... $ 164,153 $ 171,231 $ 115,463 Fully eligible active participants............. 113,128 117,158 72,659 Other active participants...................... 186,778 162,219 127,688 --------- --------- --------- Accumulated post-retirement benefit obligations.. 464,059 450,608 315,810 Plans' assets at fair value, principally listed securities.............................. 94,297 100,920 91,778 --------- --------- --------- Accumulated post-retirement benefit obligations in excess of plans' assets..................... (369,762) (349,688) (224,032) Unrecognized net loss ........................... 129,477 161,692 58,125 --------- --------- --------- Accrued post-retirement health care cost......... $(240,285) $(187,996) $(165,907) ========= ========= ========= Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The discount rate and expected long-term rate of return on assets assumptions are identical to those used for the Company's major defined benefit plan. A 9 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 1995. This rate is assumed to decrease gradually to 5 percent in year 2000 and remain at that level thereafter. A one-percentage- point increase in the assumed health care cost trend rates would increase the accumulated post-retirement benefit obligations as of December 31, 1994 by approximately $82,000 and the total of the service and interest cost components of net post-retirement health care cost for the year then ended by approximately $15,700. The Company also provides certain other post-employment benefits, primarily salary continuation plans, to qualifying domestic employees, and accrues for the related cost over the service lives of the employees. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 5 - Investment Securities (dollars in thousands) The following is a summary of investment securities at December 31: Current Investment Securities 1994 1993 1992 -------- -------- -------- Time deposits and certificates of deposit........ $ 8,050 $ 32,350 $ 84,430 Corporate debt obligations....................... - 40,155 38,285 Debt obligations issued or guaranteed by various governments or government agencies.. 17,006 5,644 18,886 -------- -------- -------- Total.............................................. $ 25,056 $ 78,149 $141,601 ======== ======== ======== Investment Securities Maturing after One Year 1994 1993 1992 -------- -------- -------- Time deposits and certificates of deposit, maturing through 1999.......................... $ 66,500 $ 34,500 $ 54,500 Corporate debt obligations, maturing through 2008 104,696 44,703 50,000 Debt obligations issued or guaranteed by various governments or government agencies, maturing through 2006.......................... 144,999 142,612 166,139 -------- -------- -------- Total.............................................. $316,195 $221,815 $270,639 ======== ======== ======== The Company generally holds investment securities until maturity. All investment securities classified as current as of December 31, 1994 mature before January 1, 1996. Of the investment securities listed above, $334,128, $293,888, and $409,105, were held at December 31, 1994, 1993, and 1992, respectively, by subsidiaries operating in Puerto Rico under tax incentive grants expiring from 2002 through 2007. In addition, these subsidiaries held cash equivalents of $164,700, $197,200, and $33,800 at December 31, 1994, 1993, and 1992, respectively. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 6 - Incentive Stock Program The 1991 Incentive Stock Program authorizes the granting of stock options, stock appreciation rights, limited stock appreciation rights, restricted stock awards, performance units, and foreign qualified benefits. Stock options, limited stock appreciation rights, restricted stock awards, and foreign qualified benefits have been granted and are currently outstanding under this program and prior programs. The purchase price of the shares under option must be at least 100 percent of the fair market value of the common stock on the date of grant. Limited stock appreciation rights have been granted to certain holders of stock options and can be exercised, by surrendering related stock options, only upon a change in control of the Company. At December 31, 1994, 4,388,359 options, with purchase prices from $6.31 to $32.69 per share, were subject to limited stock appreciation rights. Upon a change in control of the Company, all outstanding stock options become fully exercisable, and all terms and conditions of all restricted stock awards are deemed satisfied. At December 31, 1994, 12,116,674 shares were reserved for future grants under the 1991 Program. Data with respect to stock options under the 1991 Program and prior programs are as follows: Options Outstanding ----------------------------- Shares Price per Share ---------- ---------------- January 1, 1994.......................... 30,077,038 $ 5.27 to $33.82 Granted.................................. 1,894,815 27.32 to 32.26 Exercised................................ (3,247,207) 5.27 to 32.69 Lapsed................................... (436,488) 16.83 to 33.47 ---------- ---------------- December 31, 1994........................ 28,288,158 $ 6.31 to $33.82 ========== ================ Exercisable at December 31, 1994......... 21,819,935 $ 6.31 to $33.82 ========== ================ Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 7 - Debt and Lines of Credit (dollars in thousands) The following is a summary of long-term debt at December 31: 1994 1993 1992 -------- -------- -------- 5.6% debentures, due 2003................. $200,000 $200,000 $ - Industrial revenue bonds at various rates of interest, averaging 3.9% at December 31, 1994, and due at various dates through 2023.............. 82,600 82,600 82,600 Other, principally foreign affiliate borrowings at various rates of interest, averaging 3.7% at December 31, 1994, and due at various dates through 1998.............. 4,491 24,240 27,418 -------- -------- -------- Total, net of current maturities.......... $287,091 $306,840 $110,018 Current maturities of long-term debt...... 21,659 2,080 7,147 -------- -------- -------- Total..................................... $308,750 $308,920 $117,165 ======== ======== ======== Payments required on long-term debt outstanding at December 31, 1994, are $1,483 in 1996, $4,308 in 1997, $2,500 in 1998, and $800 in 1999. At December 31, 1994, the Company had $300,000 of unused domestic lines of credit which support domestic commercial paper borrowing arrangements. Related compensating balances, which are subject to withdrawal by the Company at its option, and commitment fees are not material. The Company's weighted average interest rate on short-term borrowings was 6.1%, 4.1%, and 5.0% at December 31, 1994, 1993, and 1992, respectively. The Company may issue up to $300,000 of senior debt securities in the future under a registration statement filed with the Securities and Exchange Commission in 1993. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 8 - Quarterly Results (Unaudited) (dollars in millions except per share data) 1994 1993 1992 -------- -------- -------- FIRST QUARTER Net Sales................................. $2,215.2 $2,045.6 $1,877.9 Gross Profit.............................. 1,251.0 1,112.4 1,033.2 Net Earnings.............................. 366.2 345.5 294.2 Earnings Per Common Share................. .45 .41 .35 SECOND QUARTER Net Sales................................. $2,204.1 $2,073.8 $1,908.7 Gross Profit.............................. 1,257.2 1,186.8 1,045.7 Net Earnings.............................. 376.6 346.1 317.1 Earnings Per Common Share................. .46 .42 .37 THIRD QUARTER Net Sales................................. $2,254.8 $2,060.4 $1,968.8 Gross Profit.............................. 1,239.0 1,143.4 1,076.1 Net Earnings.............................. 351.3 316.2 278.8 Earnings Per Common Share................. .43 .38 .33 FOURTH QUARTER Net Sales................................. $2,481.9 $2,228.0 $2,096.5 Gross Profit.............................. 1,415.0 1,280.5 1,191.6 Net Earnings.............................. 422.6 391.3 349.0 Earnings Per Common Share................. .53 .48 .42 Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 9 - Litigation and Environmental Matters The Company is involved in various claims and legal proceedings including numerous antitrust suits and investigations in connection with the sale and marketing of infant formula products and the pricing of prescription pharmaceuticals. The Company is also involved in numerous product liability cases, many of which allege injuries to the offspring of women who ingested a synthetic estrogen (DES) during pregnancy. In addition, the Company 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 remediation laws and is voluntarily investigating potential contamination at a number of Company-owned locations. The matters above are discussed more fully in Item 1, Business - Environmental Matters, and Item 3, Legal Proceedings, in the Annual Report on Form 10-K, which is available upon request. While it is not feasible to predict the outcome of such pending claims, proceedings, investigations and remediation activities 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. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 10 - Other Significant Events In June 1992, the Company voluntarily withdrew from the worldwide market its quinolone anti-infective, temafloxacin, and recorded a charge of $215 million for costs associated with this withdrawal. In the second quarter 1993, the Company resolved various contingencies relative to the temafloxacin withdrawal and recorded a credit of $70 million for these items. In the first quarter 1993, the Company sold its peritoneal dialysis product line. The gain on the sale is reported in other (income) expense, net. In May 1992, the Company sold its 20 percent investment in Boston Scientific Corporation for a pretax gain of $272 million. In December, 1994 a United Kingdom subsidiary of the Company purchased the operating assets of the nutritional business of Puleva Union Industrial y Agroganadera, S.A. for $106 million. Had this acquisition taken place on January 1, 1994, consolidated sales and net income would not have been significantly different from reported amounts. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Note 11 - Industry Segment and Geographic Area Information (dollars in millions) The Company's principal business is the discovery, development, manufacture, and sale of a broad and diversified line of health care products and services. These products have been classified into the following industry segments: PHARMACEUTICAL AND NUTRITIONAL PRODUCTS - Included are a broad line of adult and pediatric pharmaceuticals and nutritionals, which are sold primarily on the prescription or recommendation of physicians or other health care professionals; consumer products; agricultural and chemical products; and bulk pharmaceuticals. HOSPITAL AND LABORATORY PRODUCTS - Included are diagnostic systems for blood banks, hospitals, commercial laboratories and alternate-care testing sites; 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. In the following tables, net sales by industry segment and geographic area include both sales to customers, as reported in the Consolidated Statement of Earnings, and inter-area sales (for geographic areas) at sales prices which approximate market. Operating profit excludes corporate expenses. Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Industry Segments (a) 1994 1993 1992 ------ ------ ------ Net Sales Pharmaceutical and nutritional.............. $4,951 $4,389 $4,025 Hospital and laboratory..................... 4,205 4,019 3,827 ------ ------ ------ Total ........................................ $9,156 $8,408 $7,852 ====== ====== ====== Operating Profit Pharmaceutical and nutritional (b).......... $1,385 $1,211 $ 879 Hospital and laboratory (c)................. 818 794 703 ------ ------ ------ Operating Profit............................ 2,203 2,005 1,582 Corporate expenses, net (d)................. 23 46 104 Interest (income) expense, net.............. 13 16 11 Gain on sale of investment.................. - - (272) ------ ------ ------ Earnings Before Taxes......................... $2,167 $1,943 $1,739 ====== ====== ====== Identifiable Assets Pharmaceutical and nutritional.............. $3,415 $3,046 $2,616 Hospital and laboratory..................... 3,596 3,296 3,108 General corporate (e)....................... 1,513 1,347 1,217 ------ ------ ------ Total ........................................ $8,524 $7,689 $6,941 ====== ====== ====== Capital Expenditures Pharmaceutical and nutritional.............. $ 478 $ 475 $ 502 Hospital and laboratory..................... 447 474 500 General corporate........................... 4 4 5 ------ ------ ------ Total ........................................ $ 929 $ 953 $1,007 ====== ====== ====== Depreciation and Amortization Pharmaceutical and nutritional.............. $ 213 $ 189 $ 161 Hospital and laboratory..................... 295 292 264 General corporate........................... 3 3 3 ------ ------ ------ Total ........................................ $ 511 $ 484 $ 428 ====== ====== ====== Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Geographic Areas (a) 1994 1993 1992 ------ ------ ------ Net Sales United States: Domestic and export customers............. $5,758 $5,347 $4,918 Inter-area................................ 1,143 932 930 ------ ------ ------ Total United States......................... 6,901 6,279 5,848 Latin America............................... 490 413 339 Europe, Mideast and Africa.................. 1,662 1,554 1,649 Pacific, Far East and Canada................ 1,246 1,094 946 Eliminations................................ (1,143) (932) (930) ------ ------ ------ Total......................................... $9,156 $8,408 $7,852 ====== ====== ====== Operating Profit (b) and (c) United States............................... $1,558 $1,390 $1,114 Latin America............................... 131 106 70 Europe, Mideast and Africa.................. 352 301 260 Pacific, Far East and Canada................ 182 189 143 Eliminations................................ (20) 19 (5) ------ ------ ------ Total......................................... $2,203 $2,005 $1,582 ====== ====== ====== Identifiable Assets, Excluding General Corporate Assets (e) United States............................... $4,809 $4,492 $4,017 Latin America............................... 274 228 188 Europe, Mideast and Africa.................. 1,298 1,096 1,089 Pacific, Far East and Canada................ 827 703 627 Eliminations................................ (197) (177) (197) ------ ------ ------ Total......................................... $7,011 $6,342 $5,724 ====== ====== ====== Abbott Laboratories and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (a) Net sales and operating profit were not significantly impacted by the fluctuations in the U.S. dollar in 1994. In 1993, net sales and operating profit were unfavorably affected by the relatively stronger U.S. dollar, while 1992 was favorably affected by the relatively weaker U.S. dollar. (b) The 1992 operating profit was unfavorably impacted by the pretax charge of $215 for costs associated with the voluntary withdrawal of temafloxacin from the worldwide market. The 1993 operating profit was favorably impacted by the $70 pretax credit resulting from resolution of various contingencies related to the withdrawal. The operating profit for 1993 was unfavorably impacted by the $104 pretax charge reflecting the settlement of certain claims and legal proceedings in connection with the sale and marketing of infant formula products. In 1994, a similar pretax amount was charged against earnings for other pending and settled litigation. (c) The 1993 operating profit was favorably impacted by the gain on the sale of the peritoneal dialysis product line. (d) Corporate expenses not allocated to segments include results from joint ventures, minority interest expenses, net foreign exchange losses, and other general corporate income and expense. Net foreign exchange losses were $30.8 in 1994, $41.3 in 1993, and $93.2 in 1992. (e) General corporate assets are principally prepaid income taxes, cash and cash equivalents, investment securities, and investments in joint ventures. Abbott Laboratories and Subsidiaries REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders of Abbott Laboratories: We have audited the accompanying consolidated balance sheet of Abbott Laboratories (an Illinois corporation) and Subsidiaries as of December 31, 1994, 1993, and 1992, and the related consolidated statements of earnings, shareholders' investment, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Abbott Laboratories and Subsidiaries as of December 31, 1994, 1993, and 1992, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. Chicago, Illinois, January 13, 1995 Arthur Andersen LLP Abbott Laboratories and Subsidiaries AUDIT COMMITTEE CHAIRMAN'S REPORT The Audit Committee of the Board of Directors is composed of six non- employee directors. The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors. The Committee held two meetings during 1994. In fulfilling its responsibility, the Committee recommended to the Board of Directors, subject to shareholder approval, the selection of the Company's independent public accountants. The Audit Committee discussed with the internal auditors and the independent public accountants the overall scope and specific plans for their respective audits. The Committee also discussed the Company's consolidated financial statements and the adequacy of the Company's internal controls. During the Audit Committee meetings the Committee met with the internal auditors and independent public accountants, without management present, to discuss the results of their audits, their evaluations of the Company's internal controls, and the overall quality of the Company's financial reporting. The meetings also were designed to facilitate any private communication with the Committee desired by the internal auditors or independent public accountants. John R. Walter Chairman, Audit Committee Abbott Laboratories and Subsidiaries MANAGEMENT REPORT ON FINANCIAL STATEMENTS Management has prepared and is responsible for the Company's consolidated financial statements and related notes. They have been prepared in accordance with generally accepted accounting principles and necessarily include amounts based on judgments and estimates by management. All financial information in this annual report is consistent with the consolidated financial statements. The Company maintains internal accounting control systems and related policies and procedures designed to provide reasonable assurance that assets are safeguarded, that transactions are executed in accordance with management's authorization and properly recorded, and that accounting records may be relied upon for the preparation of consolidated financial statements and other financial information. The design, monitoring, and revision of internal accounting control systems involve, among other things, management's judgment with respect to the relative cost and expected benefits of specific control measures. The Company also maintains an internal auditing function which evaluates and formally reports on the adequacy and effectiveness of internal accounting controls, policies, and procedures. The Company's consolidated financial statements have been audited by independent public accountants who have expressed their opinion with respect to the fairness of these statements. Duane L. Burnham Chairman and Chief Executive Officer Gary P. Coughlan Senior Vice President, Finance and Chief Financial Officer Theodore A. Olson Vice President and Controller Abbott Laboratories and Subsidiaries FINANCIAL REVIEW RESULTS OF OPERATIONS SALES The following table details the components of sales growth by industry segment and geographic area for the last three years: Total % Components of Change (%) Worldwide Sales Change Price Volume Exchange --------------- ------- ----- ------ -------- Total Worldwide 1994 vs. 1993.......... 8.9 0.8 8.0 0.1 1993 vs. 1992.......... 7.1 0.9 8.6 (2.4) 1992 vs. 1991.......... 14.2 2.9 10.6 0.7 Domestic 1994 vs. 1993.......... 7.6 1.0 6.6 - 1993 vs. 1992.......... 8.7 0.6 8.1 - 1992 vs. 1991.......... 13.1 3.5 9.6 - International 1994 vs. 1993.......... 11.1 0.5 10.4 0.2 1993 vs. 1992.......... 4.5 1.4 9.5 (6.4) 1992 vs. 1991.......... 16.0 1.8 12.5 1.7 Pharmaceutical and Nutritional Products - ---------------------- Total Worldwide 1994 vs. 1993.......... 12.8 1.8 11.1 (0.1) 1993 vs. 1992.......... 9.0 1.7 9.2 (1.9) 1992 vs. 1991.......... 14.6 5.3 9.2 0.1 Domestic 1994 vs. 1993.......... 10.8 1.8 9.0 - 1993 vs. 1992.......... 10.2 1.0 9.2 - 1992 vs. 1991.......... 14.5 5.6 8.9 - International 1994 vs. 1993.......... 17.2 1.9 15.6 (0.3) 1993 vs. 1992.......... 6.5 3.4 9.2 (6.1) 1992 vs. 1991.......... 14.7 3.3 11.0 0.4 Abbott Laboratories and Subsidiaries FINANCIAL REVIEW (CONTINUED) Hospital and Total % Components of Change (%) Laboratory Products Change Price Volume Exchange - --------------------- ------- ----- ------ -------- Total Worldwide 1994 vs. 1993.......... 4.6 (0.4) 4.7 0.3 1993 vs. 1992.......... 5.0 - 8.0 (3.0) 1992 vs. 1991.......... 13.7 1.0 11.5 1.2 Domestic 1994 vs. 1993.......... 3.1 (0.2) 3.3 - 1993 vs. 1992.......... 6.6 0.1 6.5 - 1992 vs. 1991.......... 11.2 1.1 10.1 - International 1994 vs. 1993.......... 6.5 (0.6) 6.5 0.6 1993 vs. 1992.......... 3.0 (0.1) 9.8 (6.7) 1992 vs. 1991.......... 17.0 0.8 13.5 2.7 Sales of new products in the pharmaceutical and nutritional segment and the hospital and laboratory segment in 1994 are estimated to be $190 million and $305 million, respectively. Sales in international markets represented approximately 38 percent of worldwide sales. Abbott Laboratories and Subsidiaries FINANCIAL REVIEW The classes of products which contributed at least 10 percent to consolidated net sales in at least one of the last three years were: (dollars in millions) 1994 1993 1992 ------ ------ ------ Infant Formula................................... $1,180 $1,147 $1,075 Fluids and Equipment............................. 853 836 924 Medical Nutritionals............................. 1,011 864 760 Anti-Infectives.................................. 994 784 685 Worldwide sales of infant formula increased in 1994 primarily due to net price increases, and in 1993 primarily due to unit growth. Fluids and equipment sales increased in 1994 primarily due to unit growth, and decreased in 1993 due to the sale of a product line. Increases in medical nutritionals and anti-infectives were primarily due to unit increases. OPERATING EARNINGS Gross profit margins (sales less cost of products sold, including freight and distribution expenses) were 56.4 percent of sales in 1994, 56.2 percent in 1993, and 55.4 percent in 1992. Productivity improvements, favorable product mix and net price increases in some product lines offset the impacts of inflation and competitive pricing pressures in other product lines. Fluctuations in the U.S. dollar had an insignificant impact on gross profit margins in 1994. In 1993, gross profit margins were unfavorably impacted by the relatively stronger U.S. dollar while 1992 was favorably affected by the relatively weaker U.S. dollar. In the U.S., states receive price rebates from manufacturers of infant formula under the federally subsidized Special Supplemental Food Program for Women, Infants, and Children (WIC). The WIC rebate programs continue to have a negative effect on the gross profit margins of this portion of the infant formula business. Research and development expense increased to $964 million in 1994, and represented 10.5 percent of net sales in 1994 and 1993, and 9.8 percent of net sales in 1992. Research and development expenditures continue to be concentrated on diagnostic and pharmaceutical products. Abbott Laboratories and Subsidiaries FINANCIAL REVIEW (CONTINUED) Selling, general and administrative expenses increased 3.3 percent in 1994, compared to increases of 8.5 percent in 1993, and 21.1 percent in 1992. The 1994 increase reflects a higher level of selling and marketing to support pharmaceutical and nutritional new product launches. The 1993 increase reflects a pretax charge to earnings of approximately $104 million for the settlement of certain claims and legal proceedings in connection with the sale and marketing of infant formula products. A similar amount was charged against earnings in 1994 for other pending and settled litigation. The 1992 increase resulted from higher levels of selling and marketing expenditures for support of pharmaceutical and diagnostic new product launches. In June 1992, the Company voluntarily withdrew from the worldwide market its quinolone anti-infective, temafloxacin, and recorded a pretax charge of $215 million for costs associated with this withdrawal. In 1993, the Company resolved various contingencies relative to the temafloxacin withdrawal and recorded a pretax credit to earnings of $70 million for these items. NON-OPERATING (INCOME) EXPENSE Other (income) expense, net, includes net foreign exchange losses of $30.8 million in 1994, $41.3 million in 1993, and $93.2 million in 1992, including net exchange (gains) losses on foreign currency contracts. These contracts were purchased to manage the Company's exposure to foreign currency rate changes. Other (income) expense, net, also includes the Company's share of the income from joint ventures, primarily TAP Pharmaceuticals Inc., and, in 1993, the gain on the sale of the Company's peritoneal dialysis product line. In May 1992, the Company sold its 20 percent investment in Boston Scientific Corporation for a pretax gain of $272 million. Net proceeds from the sale were used toward the purchase of eight million shares of the Company's common stock. Abbott Laboratories and Subsidiaries FINANCIAL REVIEW (CONTINUED) TAXES ON EARNINGS The Company's effective income tax rate for 1994 was 30.0 percent, compared to 28.0 percent for 1993 and 28.7 percent for 1992. The 1994 tax rate was impacted by the reduction in tax incentive grants for Puerto Rico operations. The 1993 tax rate was impacted by the increase in the statutory U.S. Federal income tax rate. FINANCIAL CONDITION CASH FLOW The Company expects positive cash flow from operating activities to continue to approximate or exceed the Company's capital expenditures and cash dividends. DEBT AND CAPITAL The Company has maintained its favorable bond ratings (AAA by Standard & Poor's Corporation and Aa1 by Moody's Investors Service) and continues to have readily available financial resources, including unused domestic lines of credit of $300 million at December 31, 1994. These lines of credit support domestic commercial paper borrowing arrangements. Abbott Laboratories and Subsidiaries FINANCIAL REVIEW (CONTINUED) In 1993, the Company filed a registration statement with the Securities and Exchange Commission for the issuance of $500 million of senior debt securities and issued $200 million of 5.6% notes due 2003. Net proceeds were used to retire short-term borrowings and for the purchase of the Company's common shares. The Company may issue up to an additional $300 million of debt securities in the future under this registration statement. During the last three years, the Company purchased 58,080,000 of its common shares at a cost of $1.689 billion, including 6,630,000 shares of the 20,000,000 shares authorized for purchase by the Board of Directors in September 1994. CAPITAL EXPENDITURES Capital expenditures of $929 million in 1994, $953 million in 1993, and $1.0 billion in 1992, were principally for upgrading and expanding manufacturing and research and development facilities in both segments and for administrative support facilities. This level of capital expenditures is expected to continue over the next few years, with a relatively equal proportion dedicated to each segment. BUSINESS ACQUISITION In December, 1994 a United Kingdom subsidiary of the Company purchased the operating assets of the nutritional business of Puleva Union Industrial y Agroganadera, S.A. for $106 million. This acquisition will allow the Company to strengthen its market position in Spain and in other countries in southern Europe. Had this acquisition taken place on January 1, 1994, consolidated sales and income would not have been significantly different from reported amounts. Abbott Laboratories and Subsidiaries FINANCIAL REVIEW (CONTINUED) LEGISLATIVE ISSUES The Company's primary markets are highly competitive and subject to substantial government regulation and the trend is toward more stringent regulation. The Company expects debate to continue during 1995 at both the federal and the state level over the availability, method of delivery, and payment for health care products and services. The Company believes that if legislation is enacted, it could have the effect of reducing prices, or reducing the rate of price increases, for health and medical insurance and medical products and services. International operations are also subject to a significant degree of government regulation. It is not possible to predict the extent to which the Company or the health care industry in general might be adversely affected by these factors in the future. A more complete discussion of these factors is contained in Item 1, Business, in the Annual Report on Form 10-K, which is available upon request. Exhibit 13 Abbott Laboratories and Subsidiaries SUMMARY OF SELECTED FINANCIAL DATA Year Ended December 31 (Dollars in Millions Except Per Share Data) 1994 1993 1992 1991 1990 -------- -------- -------- -------- -------- Summary of Operations: Net sales................................ $9,156.0 8,407.8 7,851.9 6,876.6 6,158.7 Cost of products sold.................... $3,993.8 3,684.7 3,505.3 3,140.0 2,910.1 Research and development................. $ 963.5 881.0 772.4 666.3 567.0 Selling, general and administrative...... $2,054.5 1,988.2 1,833.2 1,513.3 1,275.6 Operating earnings (1)................... $2,144.2 1,924.0 1,526.0 1,557.0 1,406.0 Interest expense......................... $ 49.7 54.3 53.0 63.8 91.4 Interest and dividend income............. $ (36.9) (37.8) (42.3) (45.1) (51.6) Other (income) expense, net.............. $ (35.3) (35.7) 48.5 (5.9) 15.5 Earnings before taxes (2)................ $2,166.7 1,943.2 1,738.8 1,544.2 1,350.7 Taxes on earnings........................ $ 650.0 544.1 499.7 455.5 384.9 Earnings before extraordinary gain and accounting change (3).................. $1,516.7 1,399.1 1,239.1 1,088.7 965.8 Earnings per common share before extra- ordinary gain and accounting change (3) $ 1.87 1.69 1.47 1.27 1.11 Financial Position: Working capital.......................... $ 400.5 490.6 449.2 661.7 460.0 Investment securities maturing after one year......................... $ 316.2 221.8 270.6 340.2 314.0 Net property and equipment............... $3,920.9 3,511.0 3,099.2 2,662.1 2,375.8 Total assets............................. $8,523.7 7,688.6 6,941.2 6,255.3 5,563.2 Long-term debt........................... $ 287.1 306.8 110.0 125.1 134.8 Shareholders' investment................. $4,049.4 3,674.9 3,347.6 3,203.0 2,833.6 Return on shareholders' investment....... % 39.3 39.8 37.8 36.1 34.7 Book value per share..................... $ 5.04 4.48 4.00 3.77 3.30 Other Statistics: Gross profit margin...................... % 56.4 56.2 55.4 54.3 52.7 Research and development to net sales.... % 10.5 10.5 9.8 9.7 9.2 Capital expenditures..................... $ 929.5 952.7 1,007.2 732.8 629.5 Cash dividends declared per common share. $ .76 .68 .60 .50 .42 Common shares outstanding (in thousands). 803,280 821,130 836,052 850,530 858,282 Number of common shareholders............ 86,324 82,947 75,703 56,541 49,827 Number of employees...................... 49,464 49,659 48,118 45,694 43,770 Sales per employee (in dollars).......... $185,105 169,312 163,180 150,492 140,706 Market price per share-high.............. $ 34 30 7/8 34 1/8 34 3/4 23 1/8 Market price per share-low............... $ 25 3/8 22 5/8 26 1/8 19 5/8 15 5/8 Market price per share-close............. $ 32 5/8 29 5/8 30 3/8 34 3/8 22 1/2 Abbott Laboratories and Subsidiaries SUMMARY OF SELECTED FINANCIAL DATA (CONTINUED) Year Ended December 31 (Dollars in Millions Except Per Share Data) 1989 1988 1987 1986 1985 -------- -------- -------- -------- -------- Summary of Operations: Net sales................................ $5,379.8 4,937.0 4,387.9 3,807.6 3,360.3 Cost of products sold.................... $2,556.7 2,353.2 2,101.9 1,868.4 1,694.9 Research and development................. $ 501.8 454.6 361.3 284.9 240.6 Selling, general and administrative...... $1,100.2 1,027.2 919.0 775.7 687.7 Operating earnings....................... $1,221.1 1,102.0 1,005.7 878.6 737.1 Interest expense......................... $ 74.4 85.0 77.6 86.3 98.1 Interest and dividend income............. $ (73.8) (69.4) (56.7) (63.1) (76.0) Other (income) expense, net.............. $ 26.3 30.9 47.7 36.7 20.5 Earnings before taxes.................... $1,194.2 1,055.5 937.1 818.7 694.5 Taxes on earnings........................ $ 334.4 303.5 304.5 278.2 229.2 Earnings before extraordinary gain and accounting change...................... $ 859.8 752.0 632.6 540.5 465.3 Earnings per common share before extra- ordinary gain and accounting change.... $ .96 .83 .69 .58 .48 Financial Position: Working capital.......................... $ 719.2 913.3 668.7 585.4 891.9 Investment securities maturing after one year......................... $ 300.0 285.7 292.9 254.2 281.1 Net property and equipment............... $2,090.2 1,952.6 1,741.6 1,543.3 1,368.5 Total assets............................. $4,851.6 4,825.1 4,385.7 3,865.6 3,468.4 Long-term debt........................... $ 146.7 349.3 271.0 297.4 443.0 Shareholders' investment................. $2,726.4 2,464.6 2,093.5 1,778.9 1,870.7 Return on shareholders' investment....... % 33.1 33.0 32.7 29.6 26.8 Book value per share..................... $ 3.08 2.74 2.31 1.94 1.96 Other Statistics: Gross profit margin...................... % 52.5 52.3 52.1 50.9 49.6 Research and development to net sales.... % 9.3 9.2 8.2 7.5 7.2 Capital expenditures..................... $ 501.5 521.2 432.7 383.4 292.9 Cash dividends declared per common share. $ .35 .30 .25 .21 .175 Common shares outstanding (in thousands). 884,958 899,384 906,924 915,356 956,764 Number of common shareholders............ 45,361 46,324 45,822 40,387 34,923 Number of employees...................... 40,929 38,751 37,828 35,754 34,742 Sales per employee (in dollars).......... $131,441 127,403 115,995 106,495 96,721 Market price per share-high.............. $ 17 5/8 13 1/8 16 3/4 13 3/4 9 Market price per share-low............... $ 11 1/2 10 3/4 10 7 7/8 5 Market price per share-close............. $ 17 12 12 11 3/8 8 1/2 Abbott Laboratories and Subsidiaries SUMMARY OF SELECTED FINANCIAL DATA (CONTINUED) Year Ended December 31 (Dollars in Millions Except Per Share Data) 1984 -------- Summary of Operations: Net sales................................ $3,104.0 Cost of products sold.................... $1,565.4 Research and development................. $ 218.7 Selling, general and administrative...... $ 643.4 Operating earnings ...................... $ 676.5 Interest expense......................... $ 94.2 Interest and dividend income............. $ (70.5) Other (income) expense, net.............. $ 6.6 Earnings before taxes ................... $ 646.2 Taxes on earnings........................ $ 243.6 Earnings before extraordinary gain and accounting change ..................... $ 402.6 Earnings per common share before extra- ordinary gain and accounting change ... $ .42 Financial Position: Working capital.......................... $ 743.3 Investment securities maturing after one year......................... $ 327.4 Net property and equipment............... $1,236.6 Total assets............................. $3,170.4 Long-term debt........................... $ 470.2 Shareholders' investment................. $1,602.7 Return on shareholders' investment....... % 26.7 Book value per share..................... $ 1.67 OTHER STATISTICS: Gross profit margin...................... % 49.6 Research and development to net sales.... % 7.0 Capital expenditures..................... $ 334.8 Cash dividends declared per common share. $ .15 Common shares outstanding (in thousands). 961,876 Number of common shareholders............ 34,963 Number of employees...................... 33,668 Sales per employee (in dollars).......... $ 92,193 Market price per share-high.............. $ 6 1/8 Market price per share-low............... $ 4 5/8 Market price per share-close............. $ 5 1/8 Abbott Laboratories and Subsidiaries SUMMARY OF SELECTED FINANCIAL DATA (CONTINUED) Year Ended December 31 (Dollars in Millions Except Per Share Data) (1) In 1992, the Company recorded a pretax charge of $215 for costs associated with the voluntary withdrawal of temafloxacin from the worldwide market. In 1993, the Company resolved various contingencies related to the withdrawal and recorded a pretax credit of $70. (2) In 1992, the Company recorded a pretax gain of $272 on the sale of its investment in Boston Scientific Corporation. (3) In 1991, the Company realized an after-tax gain of $128, or $.15 per share, on the sale of an investment. The Company also adopted Statement of Financial Accounting Standards No. 106, which resulted in an after-tax transition expense of $128, or $.15 per share.