FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549


(Mark One)

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

                                      OR

For the quarterly period ended September 30, 1997

/ /  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  60064-3500

                            Telephone: (847) 937-6100


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  X    No  
                                          ---.     ---.

As of October 31, 1997, the Corporation had 764,882,531 common shares without 
par value standing.



PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company's 10-Q for the fiscal quarter ended June 30, 1997, 
described 4 antitrust suits and 5 investigations that had been brought in 
connection with the Company's marketing and sale of infant formula products. 
The Company has previously reported that it has entered into a settlement 
agreement with plaintiffs involving the cases pending in Alabama and 
Louisiana and that the settlement was subject to approval by the individual 
state courts. The Alabama court gave its final approval on October 6, 1997.  
The Louisiana court has denied final approval and that case will proceed.  An 
infant formula case is also pending in state court in St. Louis, Missouri.  
It purports to be a statewide consumer class action.  The case seeks treble 
damages, civil penalties, injunctive and other relief.  Another infant 
formula antitrust case is pending in U.S. District Court in Massachusetts.  
It also purports to be a statewide consumer class action.  An agreement has 
been reached to resolve this case for $1.5 million.  The court is considering 
final approval of the settlement.  As of October 6, 1997, 3 antitrust suits 
and 5 investigations are pending in connection with the Company's sale and 
marketing of infant formula products.

          The Company's 10-Q for the fiscal quarter ended June 30, 1997, 
described 146 antitrust suits and two investigations (as of July 28, 1997) in 
connection with the Company's pricing of prescription pharmaceuticals.  As of 
October 23, 1997, 122 prescription pharmaceutical pricing antitrust cases 
were pending in federal court, 23 were pending in various state courts, and 1 
was pending in a District of Columbia court.  The prescription pharmaceutical 
pricing antitrust suits allege that various pharmaceutical manufacturers have 
conspired to fix prices for prescription pharmaceuticals and/or to 
discriminate in pricing to retail pharmacies by providing discounts to 
mail-order pharmacies, institutional pharmacies and HMOs in violation of 
state and federal antitrust laws.  The suits have been brought on behalf of 
individuals and retail pharmacies and name both the Company and certain other 
pharmaceutical manufacturers and pharmaceutical wholesalers and at least one 
mail-order pharmacy company as defendants.  The cases seek treble damages, 
civil penalties, injunctive and other relief.  The Company has filed or 
intends to file a response to each of the complaints denying all substantive 
allegations.  The federal cases are pending in the United States District 
Court for the Northern District of Illinois under the Multidistrict 
Litigation Rules as IN RE: BRAND NAME PRESCRIPTION DRUG ANTITRUST LITIGATION, 
MDL 997.  One of the cases pending in the MDL 997 litigation has been 
certified as a class action on behalf of certain retail pharmacies.  The 
cases pending in California and the District of Columbia have also been 
certified as class actions.  State courts in Maine, Michigan and Minnesota 
have refused to certify those cases as consumer class actions. The plaintiffs 
in Maine and Michigan have appealed those decisions. The plantiffs in 
Minnesota sought appellate review of the class certification decision and 
such review was denied. The Company has previously reported that a number of 
appeals to the Seventh Circuit Court of Appeals had been filed arising out of 
the MDL 997 litigation.  These appeals were decided by the Court of Appeals 
on August 15, 1997.  The Court of Appeals reversed the trial court's 
dismissals of defendants Du Pont Merck and the wholesalers. The manufacturers'
appeal of the trial court's decision not to dismiss the damage claims for 
indirect purchases was granted. As a result of this ruling and the decision 
regarding the wholesalers, the plaintiffs must prove at trial that the 
wholesalers were members of the alleged conspiracy before the plaintiffs can 
recover damages for indirect purchases. The Court of Appeals also ruled that 
the HUGGINS case, orginally filed in Alabama state court, but removed to 
federal court and consolidated into the multidistrict litigation, should be 
returned to Alabama state court. The stay of the litigation, pending appeal, 
has now been eliminated.




          On October 24, 1997, after having been notified that TorPharm, a 
division of Apotex, Inc. ("TorPharm") had applied to the Federal Food and 
Drug Administration (the "FDA") for approval for a generic version of 
divalproex sodium, a drug that the Company sells under the trade name 
DEPAKOTE-Registered Trademark-, the Company sued TorPharm in the United 
States District Court for the Northern District of Illinois alleging patent 
infringement. TorPharm contends that its product does not infringe the 
Company's patents and that one of the patents is invalid. The Company is 
involved in one other proceeding involving the Company's patents for 
divalproex sodium. On August 28, 1992, after having been notfied that Alra 
Laboratories, Inc. ("Alra") had applied to the FDA for approval for a generic 
version of divalproex sodium, the Company sued Alra in the United States 
District Court for the Northern District of Illinois alleging patent 
infringement. Alra filed counterclaims alleging that the Company fraudulently 
delayed Alra's entry into the market for divalproex sodium and seeking 
millions of dollars in damages. Alra contended that its product did not 
infringe the Company's patents and that, in any event, those patents were 
invalid. Alra filed motions for summary judgement on the issues of 
infringement and validity. The Company filed a motion for summary judgment on 
the issue of infringement. On October 20, 1997, the court granted the 
Company's motion for summary judgment and found that Alra's product infringes 
the Company's patents. The court denied Alra's motions for summary judgment 
on the issues of infringement and patent invalidity.

          While it is not feasible to predict the outcome of such pending
claims, proceedings, and investigations with certainty, management is of the
opinion that their ultimate disposition should not have a material adverse
effect on the Company's financial position, cash flows, or results of
operations.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               11.  Statement re:  computation of per share earnings - attached
                    hereto.

               12.  Statement re:  computation of ratio of earnings to fixed
                    charges - attached hereto.

               27.  Financial Data Schedule - attached hereto.

          (b)  Reports on Form 8-K

               None



                                    SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             ABBOTT LABORATORIES


                                              /s/ Theodore A. Olson  
     Date: November 12 , 1997                --------------------------------
                                             Theodore A. Olson, Vice President
                                             and Controller (Principal
                                             Accounting Officer)


 



                         PART  I  FINANCIAL  INFORMATION

                     ABBOTT  LABORATORIES  AND  SUBSIDIARIES

                 CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS

                                   (UNAUDITED)




ABBOTT LABORATORIES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) (Dollars in thousands except per share data) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ------------------------- ------------------------- 1997 1996 1997 1996 --------- ---------- ---------- ---------- Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,865,184 $2,646,194 $8,765,406 $8,017,611 ---------- ---------- ---------- ---------- Cost of products sold. . . . . . . . . . . . . . . . . . . . . . 1,241,842 1,177,247 3,786,216 3,477,411 Research and development . . . . . . . . . . . . . . . . . . . . 326,797 278,970 927,019 852,432 Selling, general and administrative. . . . . . . . . . . . . . . 675,062 615,269 1,982,663 1,786,481 ---------- ---------- ---------- ---------- Total Operating Cost and Expenses. . . . . . . . . . . . . . . 2,243,701 2,071,486 6,695,898 6,116,324 ---------- ---------- ---------- ---------- Operating Earnings . . . . . . . . . . . . . . . . . . . . . . . 621,483 574,708 2,069,508 1,901,287 ---------- ---------- ---------- ---------- Interest expense. . . . . . . . . . . . . . . . . . . . . . . . 33,470 28,195 97,612 68,030 Interest income . . . . . . . . . . . . . . . . . . . . . . . . (12,146) (10,930) (35,537) (31,606) Other (income) expense, net. . . . . . . . . . . . . . . . . . . (53,301) (39,560) (144,403) (80,412) ---------- ---------- ---------- ---------- Earnings Before Taxes. . . . . . . . . . . . . . . . . . . . . . 653,460 597,003 2,151,836 1,945,275 Taxes on Earnings. . . . . . . . . . . . . . . . . . . . . . . . 182,011 176,116 624,032 573,856 ---------- ---------- ---------- ---------- Net Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . $ 471,449 $ 420,887 $1,527,804 $1,371,419 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net Earnings Per Common Share. . . . . . . . . . . . . . . . . . $.61 $.54 $1.98 $1.75 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Cash Dividends Declared Per Common Share . . . . . . . . . . . . . . . . . . . . . . . $.27 $.24 $.81 $.72 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
The accompanying notes to condensed consolidated financial statements are an integral part of this statement. 2
ABBOTT LABORATORIES AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Dollars in Thousands) SEPTEMBER 30 DECEMBER 31 1997 1996 ------------ ----------- (unaudited) ASSETS Current Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 129,404 $ 110,209 Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,180 12,875 Trade Receivables, less allowances of $166,768 in 1997 and $153,424 in 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,700,113 1,708,807 Inventories: Finished products. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610,444 627,449 Work in process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288,986 269,443 Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352,991 341,313 ----------- ----------- Total Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,252,421 1,238,205 Prepaid expenses, income taxes, and other receivables . . . . . . . . . . . . . . . . . . 1,534,975 1,410,806 ----------- ----------- Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,653,093 4,480,902 ----------- ----------- Investment Securities Maturing after One Year. . . . . . . . . . . . . . . . . . . . . . . . . 616,802 665,553 ----------- ----------- Property and Equipment, at Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,656,445 8,370,283 Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . 4,153,953 3,908,740 ----------- ----------- Net Property and Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,502,492 4,461,543 Deferred Charges, Intangible and Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . 1,803,610 1,517,602 ----------- ----------- $11,575,997 $11,125,600 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term borrowings and current portion of long-term debt . . . . . . . . . . . . . . . $ 1,637,794 $ 1,383,727 Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 819,885 923,018 Salaries, income taxes, dividends payable, and other accruals . . . . . . . . . . . . . 2,263,473 2,036,972 ----------- ----------- Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,721,152 4,343,717 ----------- ----------- Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 939,485 932,898 ----------- ----------- Other Liabilities and Deferrals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,073,068 1,028,803 ----------- ----------- Shareholders' Investment: Preferred shares, $1 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 - Shares: 1997: 775,061,356; 1996: 784,037,858 . . . . . . . . . . . . . . . . . . . . 802,682 694,380 Earnings employed in the business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,365,629 4,262,804 Cumulative translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250,212) (78,770) ----------- ----------- 4,918,099 4,878,414 Less: Common shares held in treasury, at cost - Shares: 1997: 9,140,902; 1996: 9,588,632. . . . . . . . . . . . . . . . . . . . . . . . . 48,242 50,605 Unearned compensation - restricted stock awards. . . . . . . . . . . . . . . . . . . . . . . . 27,565 7,627 ----------- ----------- Total Shareholders' Investment. . . . . . . . . . . . . . . . . . . . . . . . . . 4,842,292 4,820,182 ----------- ----------- $11,575,997 $11,125,600 ----------- ----------- ----------- -----------
The accompanying notes to condensed consolidated financial statements are an integral part of this statement. 3
ABBOTT LABORATORIES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Dollars in thousands) NINE MONTHS ENDED SEPTEMBER 30 1997 1996 ---------- ---------- Cash Flow From (Used in) Operating Activities: Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,527,804 $1,371,419 Adjustments to reconcile net earnings to net cash from operating activities - Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 547,044 508,059 Trade receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (120,783) 18,495 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64,723) (105,848) Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,869 19,419 ---------- ---------- Net Cash From Operating Activities. . . . . . . . . . . . . . . . . . . . . . . . . . 2,010,211 1,811,544 ---------- ---------- Cash Flow From (Used in) Investing Activities: Acquisitions of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . (732,388) (681,573) Acquisition of Sanofi's parenteral products businesses in 1997, and Medisense in 1996, net of cash acquired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (201,030) (815,290) Investment securities transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,515 (85,186) Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,088) 19,118 ---------- ---------- Net Cash (Used in) Investing Activities . . . . . . . . . . . . . . . . . . . . . . . (921,991) (1,562,931) ---------- ---------- Cash Flow From (Used in) Financing Activities: Borrowing transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,128 649,052 Common share transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (732,687) (493,058) Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (602,723) (541,439) ---------- ---------- Net Cash (Used in) Financing Activities . . . . . . . . . . . . . . . . . . . . . . . (1,061,282) (385,445) ---------- ---------- Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,743) (4,469) ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . 19,195 (141,301) Cash and Cash Equivalents, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . 110,209 281,197 ---------- ---------- Cash and Cash Equivalents, End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 129,404 $ 139,896 ---------- ---------- ---------- ----------
The accompanying notes to condensed consolidated financial statements are an integral part of this statement. 4 ABBOTT LABORATORIES AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (UNAUDITED) NOTE 1 - BASIS OF PREPARATION: 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 (which include only normal adjustments) necessary to present fairly the financial position, cash flows, and results of operations have been made. It is suggested that these statements be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. NOTE 2 - EARNINGS PER COMMON SHARE: Earnings per common share amounts are computed by using the weighted average number of common shares outstanding. These shares averaged 771,467,000 for the nine months ended September 30, 1997 and 782,915,000 for the same period in 1996. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 "Earnings per Share" in February 1997. The Company will adopt the Standard beginning with the year ended 1997. The adoption of this standard will not have a material effect on the Company's reported earnings per share. NOTE 3 - TAXES ON EARNINGS: Taxes on earnings reflect the estimated annual effective tax rates. The effective tax rates are less than the statutory U.S. Federal income tax rate principally due to tax incentive grants related to subsidiaries operating in Puerto Rico, the Dominican Republic, Italy, Ireland, and the Netherlands. During the third quarter, the effective income tax rate was reduced from 29.5% to 29%, primarily as a result of provisions of The Taxpayer Relief Act of 1997. 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (Unaudited), Continued NOTE 4 - LITIGATION AND ENVIRONMENTAL MATTERS: The Company is involved in various claims and legal proceedings including numerous antitrust suits and investigations in connection with the pricing of prescription pharmaceuticals. 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 Company expects that within the next year, progress in the legal proceedings described above may cause a change in the estimated reserves recorded by the Company. 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. NOTE 5 - ACQUISITIONS: On April 29, 1997, the Company acquired certain parenteral products businesses of Sanofi Pharmaceuticals, Inc., for approximately $200 million in cash. A substantial portion of the purchase price was allocated to intangible assets, including goodwill, which will be amortized on a straight-line basis over 15 years. Had this acquisition taken place on January 1, 1996, consolidated sales and net income would not have been significantly different from reported amounts. In May 1996, the Company acquired all of the outstanding shares of MediSense, Inc., a manufacturer of blood glucose self-testing products, for approximately $867 million in cash. A substantial portion of the purchase price was allocated to intangible assets which are being amortized over 25 to 40 years. 6 FINANCIAL REVIEW RESULTS OF OPERATIONS - THIRD QUARTER AND FIRST NINE MONTHS 1997 COMPARED WITH SAME PERIODS IN 1996 Worldwide sales for the third quarter and first nine months increased 8.3 percent and 9.3 percent, respectively, over the comparable 1996 periods. Net earnings increased 12.0 percent and 11.4 percent, respectively, in the third quarter and first nine months 1997. Earnings per share increased 13.0 percent and 13.1 percent, respectively, over the prior year periods. Gross profit margin (sales less cost of products sold, including freight and distribution expenses) was 56.7 percent for the 1997 third quarter, compared to 55.5 percent for the 1996 third quarter. This increase is due primarily to productivity and cost improvements. First nine months gross margin was 56.8 percent, compared to 56.6 percent a year earlier. Higher royalties, project expense, and the effect of the relatively stronger U. S. dollar had a negative effect on gross profit margins for both periods. Research and development expenses were $326.8 million and $927.0 million for the third quarter and first nine months 1997, respectively. Research and development represented 11.4 percent and 10.6 percent of net sales in the third quarter and first nine months 1997, compared to 10.5 percent and 10.6 percent for the same periods in 1996. The majority of research and development expenditures continues to be concentrated on pharmaceutical and diagnostic products. Selling, general and administrative expenses for the third quarter and first nine months 1997 increased 9.7 percent and 11.0 percent, respectively, over the comparable prior year periods, net of the favorable effect of the relatively stronger U. S. dollar of 3.4% and 3.0%, respectively. The net increases reflect additional selling and marketing support for new and existing products, primarily for pharmaceutical and nutritional products, and for the nine months 1997, due to the acquisition of MediSense in the second quarter of 1996. Other (income) expense, net, includes net foreign exchange gains of $4.3 million and $11.2 million for the third quarter and first nine months 1997, respectively, compared with net foreign exchange losses of $4.5 million and $17.7 million for the corresponding prior year periods. 7 FINANCIAL REVIEW (Continued) INDUSTRY SEGMENTS Industry segment sales for the third quarter and first nine months 1997 and the related change from the comparable 1996 periods are shown in the table below. The Pharmaceutical and Nutritional Products segment includes 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. The Hospital and Laboratory Products segment includes diagnostic systems for consumers, 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. Domestic and international sales for the third quarter and first nine months 1997 primarily reflect unit growth. International sales were unfavorably affected 7.9 percent by the relatively stronger U.S. dollar in the third quarter. On a year-to-date basis, international sales were unfavorably affected 6.9 percent by the relatively stronger U.S. dollar. Third Quarter Nine Months - ------------------------------------------------------------------------------- SEGMENT SALES 1997 Percent 1997 Percent (in millions of dollars) Sales Change Sales Change - ------------------------------------------------------------------------------- Pharmaceutical and Nutritional Products: Domestic $1,075.9 12.5 $3,364.1 12.4 - ------------------------------------------------------------------------------- International 550.2 10.2 1,763.8 10.6 - ------------------------------------------------------------------------------- 1,626.1 11.7 5,127.9 11.8 Hospital and Laboratory Products: Domestic 706.3 9.0 2,038.8 10.6 - ------------------------------------------------------------------------------- International 532.8 (1.7) 1,598.7 0.7 - ------------------------------------------------------------------------------- 1,239.1 4.1 3,637.5 6.0 Total All Segments: Domestic 1,782.2 11.1 5,402.9 11.7 - ------------------------------------------------------------------------------- International 1,083.0 4.0 3,362.5 5.7 - ------------------------------------------------------------------------------- $2,865.2 8.3 $8,765.4 9.3 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 8 FINANCIAL REVIEW (continued) LIQUIDITY AND CAPITAL RESOURCES AT SEPTEMBER 30, 1997 COMPARED WITH DECEMBER 31, 1996 Net cash from operating activities for the first nine months 1997 totaled $2.0 billion. The Company expects annual cash flow from operating activities to continue to approximate or exceed the Company's capital expenditures and cash dividends. The Company funded the acquisition of Sanofi through commercial paper borrowings. 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 $1.5 billion at September 30, 1997. These lines of credit back up domestic commercial paper borrowing arrangements. During the first nine months 1997, the Company continued its program to purchase its common shares. The Company purchased and retired 13,307,000 shares during this period at a cost of $820 million. As of September 30, 1997, an additional 2,358,000 shares may be purchased in future periods under authorization granted by the Board of Directors in October 1996. LEGISLATIVE ISSUES The Company's primary markets are highly competitive and subject to substantial government regulation. The Company expects debate to continue at both the federal and the state levels over the availability, method of delivery, and payment for health care products and services. The Company believes that if legislation is enacted, it could have the effect of reducing prices, or reducing the rate of price increases for medical products and services. 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. 9



                                                                  EXHIBIT 11


                      ABBOTT LABORATORIES AND SUBSIDIARIES

                 CALCULATION OF FULLY DILUTED EARNINGS PER SHARE

            (Dollars and Shares in Millions Except Per Share Amounts)

                                  (Unaudited)

                                                  NINE MONTHS ENDED SEPTEMBER 30
                                                 -------------------------------
                                                     1997                1996
                                                 ----------            ---------

1.   Net earnings                                $ 1,527.8             $ 1,371.4
                                                 ---------             ---------

2.   Average number of shares outstanding            771.5                 782.9
                                                 ---------             ---------

3.   Earnings per share based upon average
     outstanding shares (1 divided by 2)         $    1.98             $    1.75
                                                 ---------             ---------
                                                 ---------             ---------

4.   Fully diluted earnings per share:

     a. Stock options granted and outstanding
        for which the market price at 
        quarter-end exceeds the option price          31.1                  31.5
                                                 ----------            ---------
                                                 ----------            ---------

     b. Aggregate proceeds to the Company from
        the exercise of options in 4.a.          $ 1,205.3             $   994.0
                                                 ---------             ---------
                                                 ---------             ---------

     c. Market price of the Company's common
        stock at quarter-end                     $  63.938             $  49.250
                                                 ---------             ---------
                                                 ---------             ---------

     d. Shares which could be repurchased
        under the treasury stock
        method (4.b. divided by 4.c.)                 18.9                  20.2
                                                 ---------             ---------
                                                 ---------             ---------

     e. Addition to average outstanding shares
        (4.a. - 4.d.)                                 12.2                  11.3
                                                 ---------             ---------
                                                 ---------             ---------

     f. Shares for fully diluted earnings per
        share calculation (2. + 4.e.)                783.7                 794.2
                                                 ---------             ---------
                                                 ---------             ---------

     g. Fully diluted earnings per share
        (1. divided by 4.f.)                     $    1.95             $    1.73
                                                 ---------             ---------
                                                 ---------             ---------


                                                     EXHIBIT 12


                     ABBOTT LABORATORIES AND SUBSIDIARIES

               CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

                               (Unaudited)

                          (Millions of dollars)


                                                   NINE MONTHS ENDED
                                                  SEPTEMBER 30, 1997
                                                  ------------------

     Net Earnings                                      $  1,528

     Add (deduct):
        Income taxes                                        624
        Minority interest                                     8
                                                       --------

        Net earnings as adjusted                       $  2,160
                                                       --------

     Fixed Charges:
        Interest on long-term and
           short-term debt                                   98
        Capitalized interest cost                            10
        Rental expense representative
           of an interest factor                             21
                                                       --------

     Total Fixed Charges                                    129
                                                       --------

     Total adjusted earnings available for
        payment of fixed charges                       $  2,289
                                                       --------
                                                       --------

     Ratio of earnings to fixed charges                    17.7
                                                       --------
                                                       --------


    NOTE: For the purpose of calculating this ratio, (i) earnings have been
          calculated by adjusting net earnings for taxes on earnings; interest
          expense; capitalized interest cost, net of amortization; minority 
          interest; and the portion of rentals representative of the interest
          factor, (ii) the Company considers one-third of rental expense to be
          the amount representing return on capital, and (iii) fixed charges 
          comprise total interest expense, including capitalized interest and 
          such portion of rentals.

 


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ABBOTT LABORATORIES' 1997 THIRD QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FILING AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 129,404 36,180 1,866,881 166,768 1,252,421 4,653,093 8,656,445 4,153,953 11,575,997 4,721,152 939,485 0 0 802,682 4,039,610 11,575,997 8,765,406 8,765,406 3,786,216 3,786,216 927,019 17,260 97,612 2,151,836 624,032 1,527,804 0 0 0 1,527,804 1.98 1.95 OTHER EXPENSES CONSIST OF RESEARCH AND DEVELOPMENT EXPENSES