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UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1995

Historical
(dollar amounts in thousands, Pharmacia Pro Forma
except per share amounts) (Note 1) Upjohn Combined

Operating revenue:
Net sales $1,808,125 $1,643,446 $3,451,571




The Uphohn Company
Other revenue 21,117 74,123 95,240
Total 1,829,242 1,717,569 3,546,811

Operating costs and expenses:
Cost of products sold 525,735 446,828 972,563
Research and development 289,324 290,809 580,133
Marketing and administrative 681,085 628,153 1,309,238
Restructuring, rationalization and merger-related
costs 11,853 ” 11,853
Total 1,507,997 1,365,790 2,873,787

Operating income 321,245 351,779 673,024

Interest income 57,900 40,690 98,590
Interest expense (32,015) (12,988) (45,003)
Foreign exchange (23,160) (1,147) (24,307)
Other (net) ” (1,557) (1,557)
Earnings from continuing operations before
income taxes 323,970 376,777 700,747
Provision for income taxes 131,740 109,300 241,040
Earnings from continuing operations 192,230 267,477 459,707
Dividends on preferred stock (net of tax) ” 6,186 6,186
Earnings from continuing operations
available for common shareholders $192,230 $261,291 $453,521
Primary earnings from continuing operations
per common share (Note 4) $0.90
Fully diluted earnings from continuing
operations per common share (Note 4) $0.88
Weighted average equivalent shares used in
primary per-share calculation (Note 4) 506,277
Weighted average equivalent shares used
in fully diluted per share calculation (Note 4) 519,694

The accompanying notes are an integral part of the unaudited condensed pro forma combined financial statements.
643
Mergers and Acquisitions




15-47 Part 3 Business Analysis and Valuation Applications




UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS FOR THE SIX
MONTHS ENDED JUNE 30, 1994

Historical
(dollar amounts in thousands, Pharmacia Pro Forma
except per share amounts) (Note 1) Upjohn Combined

Operating revenue:
Net sales $1,730,358 $1,619,350 $3,349,708
The Uphohn Company




Other revenue 23,276 24,507 47,783
Total 1,753,634 1,643,857 3,397,491
Operating costs and expenses:
Cost of products sold 507,002 420,558 927,560
Research and development 233,995 303,091 537,086
Marketing and administrative 692,472 617,982 1,310,454
Total 1,433,469 1,341,631 2,775,100
Operating income 320,165 302,226 622,391
Interest income 45,286 27,356 72,642
Interest expense (46,045) (12,671) (58,716)
Foreign exchange 4,933 (2,079) 2,854
Other (net) (126) (374) (500)
Earnings from continuing operations before
income taxes 324,213 314,458 638,671
Provision for income taxes 137,629 72,500 210,129
Earnings from continuing operations 186,584 241,958 428,542
Dividends on preferred stock (net of tax) ” 6,126 6,126
Earnings from continuing operations
available for common shareholders $186,584 $235,832 $422,416
Primary earnings from continuing operations
per common share (Note 4) $0.84
Fully diluted earnings from continuing
operations per common share (Note 4) $0.82
Weighted average equivalent shares used in
primary share calculation (Note 4) 505,360
Weighted average equivalent shares used
in fully diluted per share calculation (Note 4) 518,197

The accompanying notes are an integral part of the unaudited condensed pro forma combined financial statements.
644 Mergers and Acquisitions




15-48
Mergers and Acquisitions




UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1994

Historical
(dollar amounts in thousands, Pharmacia Pro Forma
except per share amounts) (Note 1) Upjohn Combined
Operating revenue:
Net sales $3,429,364 $3,274,996 $6,704,360




The Uphohn Company
Other revenue 48,880 69,542 118,422
Total 3,478,244 3,344,538 6,822,782
Operating costs and expenses:
Cost of products sold 1,046,702 843,152 1,889,854
Research and development 490,081 607,187 1,097,268
Marketing and administrative 1,357,367 1,294,752 2,652,119
Restructuring, rationalization and merger-related
costs 19,837 ” 19,837
Total 2,913,987 2,745,091 5,659,078
Operating income 564,257 599,447 1,163,704
Interest income 97,630 59,624 157,254
Interest expense (87,517) (24,600) (112,117)
Foreign exchange 23,208 (1,087) 22,121
Other (net) 30,210 10,104 40,314
Earnings from continuing operations before
income taxes 627,788 643,488 1,271,276
Provision for income taxes 283,425 154,400 437,825
Earnings from continuing operations 344,363 489,088 833,451
Dividends on preferred stock (net of tax) ” 12,291 12,291
Earnings from continuing operations
available for common shareholders $344,363 $476,797 $821,160
Primary earnings from continuing operations
per common share (Note 4) $1.62
Fully diluted earnings from continuing
operations per common share (Note 4) $1.60
Weighted average equivalent shares used in
primary share calculation (Note 4) 505,432
Weighted average equivalent shares used
in fully diluted per share calculation (Note 4) 518,363

The accompanying notes are an integral part of the unaudited condensed pro forma combined financial statements.
645
Mergers and Acquisitions




15-49 Part 3 Business Analysis and Valuation Applications




UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1993

Historical
(dollar amounts in thousands, Pharmacia Pro Forma
except per share amounts) (Note 1) Upjohn Combined

Operating revenue:
Net sales $3,167,530 $3,339,957 $6,507,487
The Uphohn Company




Other revenue 12,692 40,579 53,271
Total 3,180,222 3,380,536 6,560,758

Operating costs and expenses:
Cost of products sold 1,038,665 783,590 1,822,255
Research and development 481,591 612,490 1,094,081
Marketing and administrative 1,330,111 1,316,138 2,646,249
Restructuring, rationalization and merger-related
costs 59,869 208,789 268,658
Total 2,910,236 2,921,007 5,831,243

Operating income 269,986 459,529 729,515

Interest income 176,529 50,789 227,318
Interest expense (151,018) (31,496) (182,514)
Foreign exchange 2,308 (4,556) (2,248)
Other (net) (641) 6,306 5,665
Earnings from continuing operations before
income taxes 297,164 480,572 777,736
Provision for income taxes 132,942 84,201 217,143
Earnings from continuing operations 164,222 396,371 560,593
Dividends on preferred stock (net of tax) ” 12,125 12,125
Earnings from continuing operations
available for common shareholders $164,222 $384,246 $548,468
Primary earnings from continuing operations
per common share (Note 4) $1.08
Fully diluted earnings from continuing
operations per common share (Note 4) $1.07
Weighted average equivalent shares used in
primary share calculation (Note 4) 506,414
Weighted average equivalent shares used
in fully diluted per share calculation (Note 4) 519,256

The accompanying notes are an integral part of the unaudited condensed pro forma combined financial statements.
646 Mergers and Acquisitions




15-50
Mergers and Acquisitions




UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1992

Historical
(dollar amounts in thousands, Pharmacia Pro Forma
except per share amounts) (Note 1) Upjohn Combined

Operating revenue:
Net sales $2,653,657 $3,256,188 $5,909,845




The Uphohn Company
Other revenue ” 28,560 28,560
Total 2,653,657 3,284,748 5,938,405
Operating costs and expenses:
Cost of products sold 868,863 754,483 1,623,346
Research and development 344,367 553,297 897,664
Marketing and administrative 1,142,560 1,292,204 2,434,764
Restructuring, rationalization and merger-
related costs 24,221 22,055 46,276
Total 2,380,011 2,622,039 5,002,050
Operating income 273,646 662,709 936,355
Interest income 197,547 50,054 247,601
Interest expense (104,270) (31,253) (135,523)
Foreign exchange (95,166) (3,397) (98,563)
Other (net) 2,748 (5,223) (2,475)
Earnings from continuing operations before
income taxes 274,505 672,890 947,395
Provision for income taxes 97,743 145,900 243,643
Earnings from continuing operations 176,762 526,990 703,752
Dividends on preferred stock (net of tax) ” 12,084 12,084
Earnings from continuing operations
available for common shareholders $176,762 $514,906 $691,668
Primary earnings from continuing operations
per common share (Note 4) $1.36
Fully diluted earnings from continuing
operations per common share (Note 4) $1.34

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