ABBOTT LABORATORIES — Capital/Financing Update 2015

Mar 6, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2015 (February 27, 2015)

Abbott Laboratories

(Exact name of registrant as specified in its charter)

Illinois

(State or Other Jurisdiction of

Incorporation)

1-2189

(Commission File Number)

36-0698440

(IRS Employer Identification

No.)

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (224) 667-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported in the Current Report on Form 8-K, dated February 27, 2015, Abbott Laboratories (“Abbott”) completed the sale of its developed markets branded generics pharmaceuticals business (“Business”) to Mylan in exchange for 110 million ordinary shares of Mylan N.V.

Abbott is filing this amendment to the February 27, 2015 Current Report to include the financial information required by Item 9.01.

Item 9.01 Financial Statements and Exhibits.

(b) Unaudited pro forma consolidated financial information of Abbott giving effect to the disposition of the Business, and the related notes thereto, are attached hereto as Exhibit 99.1.

(d) Exhibits

Exhibit No.	Exhibit
2.1	Amended and Restated Business Transfer Agreement dated as of November 4, 2014 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q filed by Abbott Laboratories with the Securities and Exchange Commission on November 5, 2014)
99.1	Unaudited pro forma consolidated financial information

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SIGNATURES

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 hereunto duly authorized.

Dated: March 5, 2015

ABBOTT LABORATORIES

By: /s/ Thomas C. Freyman Thomas C. Freyman Executive Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit
2.1	Amended and Restated Business Transfer Agreement dated as of November 4, 2014 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q filed by Abbott Laboratories with the Securities and Exchange Commission on November 5, 2014)
99.1	Unaudited pro forma consolidated financial information

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Exhibit 99.1

Abbott Laboratories and Subsidiaries

Unaudited Pro Forma Consolidated Financial Information

On February 27, 2015, Abbott Laboratories (“Abbott”) completed the sale of its developed markets branded generics pharmaceuticals business (“Business”) to Mylan in exchange for 110 million ordinary shares of Mylan N.V.

The following unaudited pro forma consolidated balance sheet of Abbott as of December 31, 2014 assumes that the sale of the Business occurred on December 31, 2014. The statement is presented based on information currently available, is intended for informational purposes only, and does not purport to represent what Abbott’s financial position actually would have been had the sale of the Business occurred on December 31, 2014, or to project Abbott’s financial performance for any future period.

The unaudited pro forma consolidated financial information should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s discussion and Analysis of Financial Condition and Results of Operations” included in Abbott’s Form 10-K for the year ended December 31, 2014. The Historical column in the Unaudited Pro Forma Consolidated Balance Sheet reflects Abbott’s historical balance sheet at December 31, 2014 and does not reflect any adjustments related to the sale of the Business. The information in the Sale of Business column in the Unaudited Pro Forma Consolidated Balance Sheet was derived from the assets and liabilities held for sale and related to the Business at December 31, 2014. The Sale of Business column also reflects the estimated fair value of the proceeds and the gain resulting from the difference between fair value of the proceeds and the carrying value of the Business assets and liabilities held for sale.

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Abbott Laboratories and Subsidiaries Unaudited Pro Forma Consolidated Balance Sheet As of December 31, 2014 (dollars in millions)

	Historical	Sale of Business	Notes	Pro Forma Abbott
Current Assets:
Cash and cash equivalents	$ 4,063			$ 4,063
Investments	397	5,774	(a)	6,171
Trade receivables, less allowances	3,586			3,586
Inventories:
Finished products	1,807			1,807
Work in process	278			278
Materials	558			558
Total inventories	2,643			2,643
Deferred income taxes	1,705			1,705
Other prepaid expenses and receivables	1,975			1,975
Current assets held for disposition	892	(741)		151
Total Current Assets	15,261	5,033		20,294
Investments	229			229
Property and Equipment, at Cost:	12,632			12,632
Less: accumulated depreciation and amortization	6,697			6,697
Net Property and Equipment	5,935			5,935
Intangible Assets, net of amortization	6,198			6,198
Goodwill	10,067			10,067
Deferred Income Taxes and Other Assets	1,651			1,651
Non-current Assets Held for Disposition	1,934	(1,911)		23
	$ 41,275	$ 3,122		$ 44,397
Current Liabilities:
Short-term borrowings	$ 4,382			$ 4,382
Trade accounts payable	1,064			1,064
Salaries, wages and commissions	776			776
Other accrued liabilities	2,943	204	(b)	3,147
Dividends payable	362			362
Income taxes payable	270	350		620
Current portion of long-term debt	55			55
Current liabilities held for disposition	680	(403)		277
Total Current Liabilities	10,532	151		10,683
Long-term Debt	3,408			3,408
Post-employment Obligations and other long-term liabilities	5,588	1,402	(c)	6,990
Non-current liabilities held for disposition	108	(108)		—
Commitments and Contingencies
Shareholders’ Investment:
Preferred shares, one dollar par value Authorized — 1,000,000 shares, none issued	—			—
Common shares, without par value Authorized — 2,400,000,000 shares Issued at stated capital amount — Shares: 1,694,929,949	12,383			12,383
Common shares held in treasury, at cost — Shares: 186,894,515	(8,678)			(8,678)
Earnings employed in the business	22,874	1,621	(d)	24,495
Accumulated other comprehensive income (loss)	(5,053)	56		(4,997)
Total Abbott Shareholders’ Investment	21,526	1,677		23,203
Noncontrolling Interests in Subsidiaries	113			113
Total Shareholders’ Investment	21,639	1,677		23,316
	$ 41,275	$ 3,122		$ 44,397

Note 1. Pro Forma Adjustments (a) Reflects the estimated fair value of the Mylan shares received. (b) Reflects the estimated deferred revenue related to the transition services and manufacturing supply agreements. (c) Reflects the estimated non-current deferred revenue related to the transition services and manufacturing supply agreements and noncurrent income tax liabilities. (d) Reflects the estimated gain on the sale of the Business.