|
|
|
|
|
| Net Earnings | $ | | | | $ | | | | $ | | |
| | | | | |
| Basic Earnings Per Common Share | $ | | | | $ | | | | $ | | |
| | | | | |
| Diluted Earnings Per Common Share | $ | | | | $ | | | | $ | | |
| | | | | |
| Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share | | | | | | | | |
| Dilutive Common Stock Options | | | | | | | | |
| Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options | | | | | | | | |
| Outstanding Common Stock Options Having No Dilutive Effect | | | | | | | | |
The accompanying notes to consolidated financial statements are an integral part of this statement.
Abbott Laboratories and Subsidiaries
Consolidated Statement of Comprehensive Income
(in millions)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31 |
| 2023 | | 2022 | | 2021 |
| Net Earnings | $ | | | | $ | | | | $ | | |
| Foreign currency translation gain (loss) adjustments | | | | () | | | () | |
Net actuarial gains (losses) and prior service cost and credits and amortization of net actuarial losses and prior service cost and credits, net of taxes of $ in 2023, $ in 2022 and $ in 2021 | | | | | | | | |
Net gains (losses) on derivative instruments designated as cash flow hedges, net of taxes of $() in 2023, $ in 2022 and $ in 2021 | () | | | | | | | |
| Other Comprehensive Income (Loss) | | | | | | | | |
| Comprehensive Income | $ | | | | $ | | | | $ | | |
| | | | | |
| Supplemental Accumulated Other Comprehensive Income (Loss) Information, net of tax as of December 31: | | | | | |
| Cumulative foreign currency translation (loss) adjustments | $ | () | | | $ | () | | | $ | () | |
| Net actuarial (losses) and prior service (cost) and credits | () | | | () | | | () | |
| Cumulative gains (losses) on derivative instruments designated as cash flow hedges | | | | | | | | |
| Accumulated other comprehensive income (loss) | $ | () | | | $ | () | | | $ | () | |
The accompanying notes to consolidated financial statements are an integral part of this statement.
Abbott Laboratories and Subsidiaries
Consolidated Statement of Cash Flows
(in millions)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31 |
| 2023 | | 2022 | | 2021 |
| Cash Flow From (Used in) Operating Activities: | | | | | |
| Net earnings | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile earnings to net cash from operating activities — | | | | | |
| Depreciation | | | | | | | | |
| Amortization of intangible assets | | | | | | | | |
| Share-based compensation | | | | | | | | |
| Investing and financing losses, net | | | | | | | | |
|
| Trade receivables | () | | | () | | | () | |
| Inventories | () | | | () | | | () | |
| Prepaid expenses and other assets | () | | | () | | | () | |
| Trade accounts payable and other liabilities | () | | | | | | | |
| Income taxes | () | | | () | | | () | |
| Net Cash From Operating Activities | | | | | | | | |
| | | | | |
| Cash Flow From (Used in) Investing Activities: | | | | | |
| Acquisitions of property and equipment | () | | | () | | | () | |
| Acquisitions of businesses and technologies, net of cash acquired | () | | | | | | () | |
| Proceeds from business dispositions | | | | | | | | |
| Purchases of investment securities | () | | | () | | | () | |
| Proceeds from sales of investment securities | | | | | | | | |
| Other | | | | | | | | |
| Net Cash From (Used in) Investing Activities | () | | | () | | | () | |
| | | | | |
| Cash Flow From (Used in) Financing Activities: | | | | | |
| Proceeds from issuance of (repayments of) short-term debt, net and other | | | | | | | () | |
| Proceeds from issuance of long-term debt and debt with maturities over 3 months | | | | | | | | |
| Repayments of long-term debt and debt with maturities over 3 months | () | | | () | | | () | |
| Purchases of common shares | () | | | () | | | () | |
| Proceeds from stock options exercised | | | | | | | | |
| Dividends paid | () | | | () | | | () | |
|
|
| Trade accounts payable | $ | | | | $ | | |
| Salaries, wages and commissions | | | | | |
| Other accrued liabilities | | | | | |
| Dividends payable | | | | | |
| Income taxes payable | | | | | |
| Current portion of long-term debt | | | | | |
| Total current liabilities | | | | | |
| Long-term debt | | | | | |
| Post-employment obligations and other long-term liabilities | | | | | |
| Commitments and contingencies | | | |
| Shareholders’ investment: | | | |
Preferred shares, dollar par value Authorized — shares, issued | | | | | |
Common shares, without par value Authorized — shares Issued at stated capital amount — Shares: 2023: ; 2022: | | | | | |
Common shares held in treasury, at cost — Shares: 2023: ; 2022: | () | | | () | |
| Earnings employed in the business | | | | | |
| Accumulated other comprehensive income (loss) | () | | | () | |
| Total Abbott Shareholders’ Investment | | | | | |
| Noncontrolling interests in subsidiaries | | | | | |
| Total Shareholders’ Investment | | | | | |
| $ | | | | $ | | |
The accompanying notes to consolidated financial statements are an integral part of this statement.
Abbott Laboratories and Subsidiaries
Consolidated Statement of Shareholders’ Investment
(in millions except shares and per share data)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31 |
| 2023 | | 2022 | | 2021 |
| Common Shares: | | | | | |
| Beginning of Year | | | | | |
Shares: 2023: ; 2022: ; 2021: | $ | | | | $ | | | | $ | | |
| Issued under incentive stock programs | | | | | |
Shares: 2023: ; 2022: ; 2021: | | | | | | | | |
| Share-based compensation | | | | | | | | |
| Issuance of restricted stock awards | () | | | () | | | () | |
| End of Year | | | | | |
Shares: 2023: ; 2022: ; 2021: | $ | | | | $ | | | | $ | | |
| | | | | |
| Common Shares Held in Treasury: | | | | | |
| Beginning of Year | | | | | |
Shares: 2023: ; 2022: ; 2021: | $ | () | | | $ | () | | | $ | () | |
| Issued under incentive stock programs | | | | | |
Shares: 2023: ; 2022: ; 2021: | | | | | | | | |
| Purchased | | | | | |
Shares: 2023: ; 2022: ; 2021: | () | | | () | | | () | |
| End of Year | | | | | |
Shares: 2023: ; 2022: ; 2021: | $ | () | | | $ | () | | | $ | () | |
| | | | | |
| Earnings Employed in the Business: | | | | | |
| Beginning of Year | $ | | | | $ | | | | $ | | |
|
|
|
% Notes, due 2023 | $ | | | | $ | | |
% Notes, due 2023 | | | | | |
-year term loan due 2024 | | | | | |
% Notes, due 2024 | | | | | |
% Notes, due 2025 | | | | | |
% Notes, due 2025 | | | | | |
% Notes, due 2026 | | | | | |
% Notes, due 2026 | | | | | |
% Notes, due 2027 | | | | | |
% Notes, due 2028 | | | | | |
% Notes, due 2030 | | | | | |
% Notes, due 2036 | | | | | |
% Notes, due 2037 | | | | | |
% Notes, due 2039 | | | | | |
% Notes, due 2040 | | | | | |
% Notes, due 2043 | | | | | |
% Notes, due 2046 | | | | | |
| Unamortized debt issuance costs | () | | | () | |
| Other, including fair value adjustments relating to interest rate hedge contracts designated as fair value hedges | () | | | () | |
| Total carrying amount of long-term debt | | | | | |
| Less: Current portion | | | | | |
| Total long-term portion | $ | | | | $ | | |
| | | |
On November 30, 2023, Abbott repaid the $ billion outstanding principal amount of its % Notes upon maturity. On September 27, 2023, Abbott repaid the € billion outstanding principal amount of its % Notes upon maturity. The repayment equated to approximately $ billion. In September 2023, Abbott repaid approximately $ million of debt assumed as part of a recent business acquisition. On March 15, 2022, Abbott repaid the $ million outstanding principal amount of its % Notes upon maturity.
In December 2021, Abbott repaid a short-term facility for approximately $ million. After the repayment, Abbott has short-term borrowings.
Abbott has readily available financial resources, including unused lines of credit that support commercial paper borrowing arrangements and provide Abbott with the ability to borrow up to $ billion on an unsecured basis. The lines of credit as of December 31, 2023 were a part of a Credit Agreement that Abbott entered into on November 12, 2020. On January 29, 2024, Abbott terminated the 2020 Agreement and entered into a new Credit Agreement (Revolving Credit Agreement). There were outstanding borrowings under the 2020 Agreement at the time of its termination. Any borrowings under the Revolving Credit Agreement will mature and be payable on January 29, 2029 and will bear interest, at Abbott’s option, based on either a base rate or Secured Overnight Financing Rate (SOFR) rate, plus an applicable margin based on Abbott’s credit ratings.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 10 — Debt and Lines of Credit (Continued)
billion in 2024, $ billion in 2025, $ billion in 2026, $ million in 2027, $ million in 2028 and $ billion in 2029 and thereafter.At December 31, 2023, Abbott’s long-term debt rating was AA- by S&P Global Ratings and Aa3 by Moody’s Investors Service. Abbott expects to maintain an investment grade rating.
Note 11 —
to years. Some leases include options to extend beyond the original lease term, generally up to years and some include options to terminate early. These options have been included in the determination of the lease liability when it is reasonably certain that the option will be exercised.For all of its asset classes, Abbott elected the practical expedient allowed under FASB ASC No. 842, “Leases” to account for each lease component (e.g., the right to use office space) and the associated non-lease components (e.g., maintenance services) as a single lease component. Abbott also elected the short-term lease accounting policy for all asset classes; therefore, Abbott is not recognizing a lease liability or right of use (ROU) asset for any lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that Abbott is reasonably certain to exercise.
As Abbott’s leases typically do not provide an implicit rate, the interest rate used to determine the present value of the payments under each lease typically reflects Abbott’s incremental borrowing rate based on information available at the lease commencement date.
| | $ | | | | $ | | | | Cash paid for amounts included in the measurement of operating lease liabilities | | | | | | | | | |
| ROU assets arising from entering into new operating lease obligations | | | | | | | | | |
| Weighted average remaining lease term at December 31 (in years) | | | | | | |
| Weighted average discount rate at December 31 | | | % | | | % | | | % |
________________________________________________________
| | | | | |
| (a) | Includes short-term lease expense and variable lease costs, which were immaterial in the years ended December 31, 2023, 2022 and 2021. |
| | 2025 | | | |
| 2026 | | | |
| 2027 | | | |
| 2028 | | | |
| Thereafter | | | |
| Total future minimum lease payments – undiscounted | | | |
Less: imputed interest | | () | |
| Present value of lease liabilities | | $ | | |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 11 — Leases (Continued)
| | $ | | | | Deferred income taxes and other assets | | | | | | | |
| Operating Lease Liability: | | | | | | |
| Current | | $ | | | | $ | | | | Other accrued liabilities |
| Non-current | | | | | | | | Post-employment obligations and other long-term liabilities |
| Total Liability | | $ | | | | $ | | | | |
Leases where Abbott is the Lessor
Certain assets, primarily diagnostics instruments, are leased to customers under contractual arrangements that typically include an operating or sales-type lease as well as performance obligations for reagents and other consumables. Sales-type leases are not significant. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where instruments are provided under operating lease arrangements, some portion or the entire lease revenue may be variable and subject to subsequent non-lease component (e.g., reagent) sales. The allocation of revenue between the lease and non-lease components is based on standalone selling prices. Operating lease revenue represented less than percent of Abbott’s total net sales in the years ended December 31, 2023, 2022 and 2021.
Assets related to operating leases are reported within Net property and equipment on the Consolidated Balance Sheet. The original cost and the net book value of such assets were $ billion and $ billion, respectively, as of December 31, 2023 and $ billion and $ billion, respectively, as of December 31, 2022.
Note 12 —
billion at December 31, 2023, and $ billion at December 31, 2022, are designated as cash flow hedges of the variability of the cash flows due to changes in foreign exchange rates and are recorded at fair value. Accumulated gains and losses as of December 31, 2023 will be included in Cost of products sold at the time the products are sold, generally through the next twelve to .Abbott enters into foreign currency forward exchange contracts to manage currency exposures for foreign currency denominated third-party trade payables and receivables, and for intercompany loans and trade accounts payable where the receivable or payable is denominated in a currency other than the functional currency of the entity. For intercompany loans, the contracts require Abbott to sell or buy foreign currencies, primarily European currencies, in exchange for primarily U.S. dollars and European currencies. For intercompany and trade payables and receivables, the currency exposures are primarily the U.S. dollar and European currencies. At December 31, 2023 and 2022, Abbott held gross notional amounts of $ billion and $ billion, respectively, of such foreign currency forward exchange contracts.
Abbott has designated a yen-denominated, -year term loan of approximately $ million and $ million as of December 31, 2023 and December 31, 2022, respectively, as a hedge of the net investment in certain foreign subsidiaries. The change in the value of the debt, which is due to changes in foreign exchange rates, is recorded in Accumulated other comprehensive income (loss), net of tax.
Abbott is a party to interest rate hedge contracts to manage its exposure to changes in the fair value of fixed-rate debt. These contracts are designated as fair value hedges of the variability of the fair value of fixed-rate debt due to changes in the long-term benchmark interest rates. The effect of the hedge is to change a fixed-rate interest obligation to a variable rate for that portion of the debt. Abbott records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount. Abbott had interest rate contracts totaling approximately $ billion at December 31, 2023 and
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 12 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
billion in 2022. The decrease from 2022 was due to the maturity of $ million of interest rate hedge contracts in 2023 in conjunction with long-term debt that also matured in 2023. | | $ | | | | Deferred income taxes and other assets | | $ | | | | $ | | | | Post-employment obligations and other long-term liabilities | | Current | | | | | | | | Other prepaid expenses and receivables | | | | | | | | Other accrued liabilities |
| Foreign currency forward exchange contracts: | | | | | | | | | | | | |
| Hedging instruments | | | | | | | | Other prepaid expenses and receivables | | | | | | | | Other accrued liabilities |
| Others not designated as hedges | | | | | | | | Other prepaid expenses and receivables | | | | | | | | Other accrued liabilities |
| Debt designated as a hedge of net investment in a foreign subsidiary | | — | | | — | | | n/a | | | | | | | | Current portion of long-term debt (Long-term debt in 2022) |
| | $ | | | | $ | | | | | | $ | | | | $ | | | | |
) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | Cost of products sold | | Debt designated as a hedge of net investment in a foreign subsidiary | | | | | | | | | | | n/a | | n/a | | n/a | | n/a |
| Interest rate swaps designated as fair value hedges | | n/a | | n/a | | n/a | | | | | () | | | () | | | Interest expense |
A loss of $ million and gains of $ million and $ million were recognized in 2023, 2022 and 2021, respectively, related to foreign currency forward exchange contracts not designated as hedges. These amounts are reported in the Consolidated Statement of Earnings on the Net foreign exchange (gain) loss line.
The interest rate swaps are designated as fair value hedges of the variability of the fair value of fixed-rate debt due to changes in the long-term benchmark interest rates. The hedged debt is marked to market, offsetting the effect of marking the interest rate swaps to market.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 12 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
| | $ | | | | $ | | | | $ | | | | Other | | | | | | | | | | | | |
| Total long-term debt | | () | | | () | | | () | | | () | |
| Foreign Currency Forward Exchange Contracts: | | | | | | | | |
| Receivable position | | | | | | | | | | | | |
| (Payable) position | | () | | | () | | | () | | | () | |
| Interest Rate Hedge Contracts: | | | | | | | | |
| | |
| (Payable) position | | () | | | () | | | () | | | () | |
The fair value of the debt was determined based on significant other observable inputs, including current interest rates.
| | $ | | | | $ | | | | $ | | | | | |
| Foreign currency forward exchange contracts | | | | | | | | | | | | |
| Total Assets | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Fair value of hedged long-term debt | | $ | | | | $ | | | | $ | | | | $ | | |
| Interest rate swap derivative financial instruments | | | | | | | | | | | | |
| Foreign currency forward exchange contracts | | | | | | | | | | | | |
| Contingent consideration related to business combinations | | | | | | | | | | | | |
| Total Liabilities | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| December 31, 2022: | | | | | | | | |
| Equity securities | | $ | | | | $ | | | | $ | | | | $ | | |
| | |
| Foreign currency forward exchange contracts | | | | | | | | | | | | |
| Total Assets | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| Fair value of hedged long-term debt | | $ | | | | $ | | | | $ | | | | $ | | |
| Interest rate swap derivative financial instruments | | | | | | | | | | | | |
| Foreign currency forward exchange contracts | | | | | | | | | | | | |
| Contingent consideration related to business combinations | | | | | | | | | | | | |
| Total Liabilities | | $ | | | | $ | | | | $ | | | | $ | | |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 12 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
million, w
Note 13 —
million, and the aggregate cleanup exposure is not expected to exceed $ million.Abbott is involved in various claims and legal proceedings, and Abbott estimates the range of possible loss for its legal proceedings and environmental exposures to be from approximately $ million to $ million. The recorded accrual balance at December 31, 2023 for these proceedings and exposures was approximately $ million. This accrual represents management’s best estimate of probable loss, as defined by FASB ASC No. 450, “Contingencies.” Within the next year, legal proceedings may occur that may result in a change in the estimated loss accrued by Abbott. While it is not feasible to predict the outcome of all such proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on Abbott’s financial position, cash flows, or results of operations.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 14 —
| | $ | | | | $ | | | | $ | | | | Service cost — benefits earned during the year | | | | | | | | | | | | |
| Interest cost on projected benefit obligations | | | | | | | | | | | | |
| (Gains) losses, primarily changes in discount rates, plan design changes, law changes and differences between actual and estimated health care costs | | | | | () | | | | | | () | |
| Benefits paid | | () | | | () | | | () | | | () | |
| Other, including foreign currency translation | | | | | () | | | | | | () | |
| Projected benefit obligations, December 31 | | $ | | | | $ | | | | $ | | | | $ | | |
| Plan assets at fair value, January 1 | | $ | | | | $ | | | | $ | | | | $ | | |
| Actual return (loss) on plan assets | | | | | () | | | | | | () | |
| Company contributions | | | | | | | | | | | | |
| Benefits paid | | () | | | () | | | () | | | () | |
| Other, including foreign currency translation | | | | | () | | | | | | | |
| Plan assets at fair value, December 31 | | $ | | | | $ | | | | $ | | | | $ | | |
| Projected benefit obligations less (greater) than plan assets, December 31 | | $ | | | | $ | | | | $ | () | | | $ | () | |
| Long-term assets | | $ | | | | $ | | | | $ | | | | $ | | |
| Short-term liabilities | | () | | | () | | | () | | | () | |
| Long-term liabilities | | () | | | () | | | () | | | () | |
| Net asset (liability) | | $ | | | | $ | | | | $ | () | | | $ | () | |
| Amounts Recognized in Accumulated Other Comprehensive Income (loss): | | | | | | | | |
| Actuarial losses, net | | $ | | | | $ | | | | $ | | | | $ | | |
| Prior service costs (credits) | | | | | () | | | () | | | () | |
| Total | | $ | | | | $ | | | | $ | | | | $ | () | |
The $ million of defined benefit plan losses and $ million of medical and dental plan losses in 2023 that increased the projected benefit obligations primarily reflect the year-over-year decline in the discount rates used to measure the obligations. The $ billion of defined benefit plan gains and $ million of medical and dental plan gains in 2022 that decreased the projected benefit obligations primarily reflect the year-over-year increase in the discount rates used to measure the obligations. The projected benefit obligations for non-U.S. defined benefit plans were $ billion and $ billion at December 31, 2023 and 2022, respectively. The accumulated benefit obligations for all defined benefit plans were $ billion and $ billion at December 31, 2023 and 2022, respectively.
| | $ | | | | Fair value of plan assets | | | | | | |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 14 — Post-Employment Benefits (Continued)
| | $ | | | | Projected benefit obligation | | | | | | |
| Fair value of plan assets | | | | | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Interest cost on projected benefit obligations | | | | | | | | | | | | | | | | | | |
| Expected return on plans’ assets | | () | | | () | | | () | | | () | | | () | | | () | |
| Amortization of actuarial losses (gains) | | | | | | | | | | | () | | | | | | | |
| Amortization of prior service costs (credits) | | | | | | | | | | | () | | | () | | | () | |
| Total net cost (income) | | $ | () | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | |
In addition, approximately $ million of income was recognized in 2023 related to the curtailment of a non-U.S. defined benefit plan.
Other comprehensive income (loss) for each respective year includes the amortization of actuarial losses and prior service costs (credits) as noted in the previous table. Other comprehensive income (loss) for each respective year also includes: net actuarial gains of $ million for defined benefit plans and a loss of $ million for medical and dental plans in 2023; net actuarial gains of $ million for defined benefit plans and a gain of $ million for medical and dental plans in 2022, and net actuarial gains of $ billion for defined benefit plans and a gain of $ million for medical and dental plans in 2021. The net actuarial gains in 2023 related to defined benefit plans are primarily due to the favorable impact of actual asset returns in excess of expected returns, partially offset by the year-over-year decrease in discount rates. The net actuarial losses in 2023 related to medical and dental plans are primarily due to the year-over-year decrease in discount rates. The net actuarial gains in 2022 were primarily due to the year-over-year increase in discount rates, partially offset by the impact of 2022 actual asset returns being less than expected returns. The net actuarial gains in 2021 are primarily due to the favorable impact of actual 2021 asset returns in excess of expected returns and the year-over-year increase in discount rates.
% | | | % | | | % | | Expected aggregate average long-term change in compensation | | % | | | % | | | % |
The weighted average assumptions used to determine the net cost for defined benefit plans and medical and dental plans are as follows:
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Discount rate | | % | | | % | | | % |
| Expected return on plan assets | | % | | | % | | | % |
| Expected aggregate average long-term change in compensation | | % | | | % | | | % |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 14 — Post-Employment Benefits (Continued)
% | | | % | | | % | | Rate that the cost trend rate gradually declines to | | % | | | % | | | % |
| Year that rate reaches the assumed ultimate rate | 2029 | | 2027 | | 2026 |
The discount rates used to measure liabilities were determined based on high-quality fixed income securities that match the duration of the expected retiree benefits. The health care cost trend rates represent Abbott’s expected annual rates of change in the cost of health care benefits and are forward projections of health care costs as of the measurement date.
| | $ | | | | $ | | | | $ | | | | $ | | | | U.S. mid and small cap (b) | | | | | | | | | | | | | | | |
| International (c) | | | | | | | | | | | | | | | |
| Fixed income securities: | | | | | | | | | | |
| U.S. government securities (d) | | | | | | | | | | | | | | | |
| Corporate debt instruments (e) | | | | | | | | | | | | | | | |
| Non-U.S. government securities (f) | | | | | | | | | | | | | | | |
| Other (g) | | | | | | | | | | | | | | | |
| Absolute return funds (h) | | | | | | | | | | | | | | | |
| Cash and Cash Equivalents | | | | | | | | | | | | | | | |
| Other (i) | | | | | | | | | | | | | | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| December 31, 2022 | | | | | | | | | | |
| Equities: | | | | | | | | | | |
| U.S. large cap (a) | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| U.S. mid and small cap (b) | | | | | | | | | | | | | | | |
| International (c) | | | | | | | | | | | | | | | |
| Fixed income securities: | | | | | | | | | | |
| U.S. government securities (d) | | | | | | | | | | | | | | | |
| Corporate debt instruments (e) | | | | | | | | | | | | | | | |
| Non-U.S. government securities (f) | | | | | | | | | | | | | | | |
| Other (g) | | | | | | | | | | | | | | | |
| Absolute return funds (h) | | | | | | | | | | | | | | | |
| Cash and Cash Equivalents | | | | | | | | | | | | | | | |
| Other (i) | | | | | | | | | | | | | | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 14 — Post-Employment Benefits (Continued)
Equities that are valued using quoted prices are valued at the published market prices. Equities in a common collective trust or a registered investment company are valued at the NAV provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund minus its liabilities. For approximately half of these funds, investments may be redeemed once per week or month, with a required to day notice period. For the remaining funds, daily redemption of an investment is allowed. Fixed income securities that are valued using significant other observable inputs are valued at prices obtained from independent financial service industry recognized vendors. Abbott did t have any unfunded commitments related to fixed income funds at December 31, 2023 and 2022. Fixed income securities in a common collective trust or a registered investment company are valued at the NAV provided by the fund administrator. For the majority of these funds, investments may be redeemed either weekly or monthly, with a required to day notice period. For the remaining funds, investments may be generally redeemed daily.
Absolute return funds are valued at the NAV provided by the fund administrator. All private funds are valued at the NAV provided by the fund on a one-quarter lag adjusted for known cash flows and significant events through the reporting date. Abbott did t have any unfunded commitments related to absolute return funds at December 31, 2023 and 2022. Investments in these funds may be generally redeemed monthly or quarterly with required notice periods ranging from to days. For approximately $ million and $ million of the absolute return funds, redemptions are subject to a percent gate and a percent gate, respectively, and $ million is subject to a lock until 2025. Investments in the private funds cannot be redeemed but the funds will make distributions through liquidation. The estimate of the liquidation period for each fund ranges from 2024 to 2033. Abbott’s unfunded commitment in these funds was $ million and $ million as of December 31, 2023 and 2022, respectively.
The investment mix of equity securities, fixed income and other asset allocation strategies is based upon achieving a desired return, as well as balancing higher return, more volatile equity securities with lower return, less volatile fixed income securities. Investment allocations are made across a range of markets, industry sectors, capitalization sizes, and in the case of fixed income securities, maturities and credit quality. The plans do not directly hold any securities of Abbott. There are no known significant concentrations of risk in the plans’ assets. Abbott’s medical and dental plans’ assets are invested in a similar mix as the pension plan assets. The actual asset allocation percentages at year end are consistent with the company’s targeted asset allocation percentages.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 14 — Post-Employment Benefits (Continued)
million in 2023 and $ million in 2022 to defined pension plans. Abbott expects to contribute approximately $ million to its pension plans in 2024. | | $ | | | | 2025 | | | | | | |
| 2026 | | | | | | |
| 2027 | | | | | | |
| 2028 | | | | | | |
| 2029 to 2033 | | | | | | |
The Abbott Stock Retirement Plan is the principal defined contribution plan. Abbott’s contributions to this plan were $ million in 2023, $ million in 2022 and $ million in 2021.
Note 15 —
million, $ million and $ million in excess tax benefits associated with share-based compensation in 2023, 2022 and 2021, respectively. As a result of the resolution of various tax positions related to prior years, taxes on earnings in 2023, 2022 and 2021 also include approximately $ million and $ million of net tax expense and $ million of net tax benefits, respectively.The TCJA includes a one-time transition tax that is based on Abbott’s total post-1986 earnings and profits (E&P) that were previously deferred from U.S. income taxes. The tax computation also requires the determination of the amount of post-1986 E&P considered held in cash and other specified assets. As of December 31, 2023, the remaining balance of Abbott’s transition tax obligation related to the TCJA is approximately $ million, which will be paid over the next as allowed by the TCJA. Undistributed foreign earnings remain indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in its foreign entities is not practicable.
In the U.S., Abbott’s federal income tax returns through 2016 are settled. In September 2023, Abbott received a Statutory Notice of Deficiency (SNOD) from the IRS for the 2019 Federal tax year in the amount of $ million. The primary adjustments proposed in the SNOD relate to the reallocation of income between Abbott’s U.S. entities and its foreign affiliates. Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit, in part because certain adjustments contradict methods that were agreed to with the IRS in prior audit periods. The SNOD also contains other proposed adjustments that Abbott believes are erroneous and unsupported. Abbott filed a petition with the U.S. Tax Court contesting the SNOD in December of 2023.
Abbott’s 2017 and 2018 Federal tax years are also currently under examination by the IRS with respect to income reallocation issues similar to those included in the 2019 Federal tax year. Abbott intends to vigorously defend its filing positions through ongoing discussions with the IRS, the IRS independent appeals process and/or through litigation as necessary.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 15 — Taxes on Earnings (Continued)
| | $ | | | | $ | | | | Foreign | | | | | | | | | |
| Total | | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Foreign | | | | | | | | | |
| Total current | | | | | | | | | |
| Deferred: | | | | | | |
| Domestic | | () | | | () | | | () | |
| Foreign | | () | | | () | | | () | |
| Total deferred | | () | | | () | | | () | |
| Total | | $ | | | | $ | | | | $ | | |
% | | | % | | | % | | Impact of foreign operations | () | | | () | | | () | |
|
| Foreign-derived intangible income benefit | () | | | () | | | () | |
| Domestic impairment loss | | | | | | | () | |
| Excess tax benefits related to stock compensation | () | | | () | | | () | |
| Research tax credit | () | | | () | | | () | |
| Resolution of certain tax positions pertaining to prior years | | | | | | | () | |
| Intercompany restructurings and integration | () | | | | | | | |
| State taxes, net of federal benefit | | | | | | | | |
| All other, net | | | | | | | | |
| Effective tax rate on earnings | | % | | | % | | | % |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 15 — Taxes on Earnings (Continued)
| | $ | | | | Trade receivable reserves | | | | | | |
| Research and development costs | | | | | | |
| Inventory reserves | | | | | | |
| Lease liabilities | | | | | | |
| Deferred intercompany profit | | | | | | |
| NOLs, reserves not currently deductible, credit carryforwards and other | | | | | | |
| Total deferred tax assets before valuation allowance | | | | | | |
| Valuation allowance | | () | | | () | |
| Total deferred tax assets | | | | | | |
| Deferred tax liabilities: | | | | |
| Depreciation | | () | | | () | |
| Right of Use lease assets | | () | | | () | |
| Other, primarily the excess of book basis over tax basis of intangible assets | | () | | | () | |
| Total deferred tax liabilities | | () | | | () | |
| Total net deferred tax assets (liabilities) | | $ | | | | $ | | |
Abbott has incurred losses in a foreign jurisdiction where realization of the future economic benefit was, in previous reporting periods, considered so remote that the benefit was not recognized as a deferred tax asset. In 2023, Abbott concluded that the future economic benefit of the incurred losses is no longer remote and therefore, a deferred tax asset was recognized. Abbott also concluded that it is not more likely than not that the tax benefit associated with the deferred tax asset will be realized; therefore, an offsetting valuation allowance was recognized.
| | $ | | | | Increase due to current year tax positions | | | | | | |
| Increase due to prior year tax positions | | | | | | |
| Decrease due to prior year tax positions | | () | | | () | |
| Settlements | | () | | | | |
| Lapse of statute | | () | | | () | |
| December 31 | | $ | | | | $ | | |
Abbott’s unrecognized tax benefits table includes amounts related to tax positions for which a deferred tax asset has not been recognized because the recognition of the future benefit is not expected. In 2023, Abbott's unrecognized tax benefits increased by $ billion to $ billion, which includes $ billion attributable to tax positions that, if recognized, would result in a deferred tax asset and a related valuation allowance.
The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is approximately $ billion. Abbott believes that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease between $ million and $ billion, including cash adjustments, within the next twelve months as a result of concluding various domestic and international tax matters.
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 16 —
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Nutritional Products | | | | | | | | | | | | | | | | | | |
| Diagnostic Products (b) | | | | | | | | | | | | | | | | | | |
| Medical Devices (b) | | | | | | | | | | | | | | | | | | |
| Total Reportable Segments | | | | | | | | | | | $ | | | | $ | | | | $ | | |
| Other | | | | | | | | | | | | | | | |
| Total | | $ | | | | $ | | | | $ | | | | | | | | |
________________________________________________________
| | | | | |
| (a) | In 2023 and 2022, foreign exchange unfavorably impacted net sales and operating earnings. In 2021, foreign exchange favorably impacted net sales and unfavorably impacted operating earnings. |
| (b) | 2022 and 2021 Sales and Operating Earnings for the Diagnostic Products and Medical Devices reportable segments have been updated to reflect the internal transfer of the Acelis Connected Health business from Diagnostic Products to Medical Devices on January 1, 2023. |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 16 — Segment and Geographic Area Information (Continued)
| | $ | | | | $ | | | | Corporate functions and benefit plan costs | | () | | | () | | | () | |
| Net interest expense | | () | | | () | | | () | |
|
| Share-based compensation | | () | | | () | | | () | |
| Amortization of intangible assets | | () | | | () | | | () | |
| Other, net (c) | | () | | | () | | | () | |
| Earnings before Taxes | | $ | | | | $ | | | | $ | | |
_______________________________________________________ | | | | | |
| (c) | Other, net includes costs directly related to integrating acquired businesses and restructuring charges in 2023, 2022, and 2021. Charges and expenses for restructuring actions and other cost reduction initiatives were approximately $ million in 2023, $ million in 2022, and $ million in 2021. Other, net in 2023 also includes charges of $ million related to indefinite-lived intangible asset impairments, partially offset by income arising from fair value changes in contingent consideration related to previous business acquisitions. Other, net in 2022 also includes $ million of charges related to a voluntary recall within the Nutritional products segment and $ million of charges related to the impairment of IPR&D intangible assets. Other, net in 2021 also includes costs related to certain litigation. |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Nutritionals | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diagnostics | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Medical Devices | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Reportable Segments | | | | | | | | | | | | | | | | | | | | $ | | | | $ | | | | $ | | |
| Other | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | | | |
| | $ | | | | Cash and investments | | | | | | |
| Goodwill and intangible assets | | | | | | |
| All other (e) | | | | | | |
| Total Assets | | $ | | | | $ | | |
________________________________________________________
| | | | | |
| (d) | Amounts exclude property, plant and equipment acquired through business acquisitions. |
| (e) | All other includes the long-term assets associated with the defined benefit plans of $ billion in 2023 and $ billion in 2022. |
Abbott Laboratories and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
Note 16 — Segment and Geographic Area Information (Continued)
| | $ | | | | $ | | | | Germany | | | | | | | | | |
| China | | | | | | | | | |
| India | | | | | | | | | |
| Switzerland | | | | | | | | | |
| Japan | | | | | | | | | |
| Netherlands | | | | | | | | | |
| All Other Countries | | | | | | | | | |
| Consolidated | | $ | | | | $ | | | | $ | | |
________________________________________________________
| | | | | |
| (f) | Sales by country are based on the country that sold the product. |
billion and $ billion, respectively, and in the United States such assets totaled $ billion and $ billion, respectively. Long-lived asset balances associated with other countries were not material on an individual country basis in either of the two years.
Management Report on Internal Control Over Financial Reporting
The management of Abbott Laboratories is responsible for establishing and maintaining adequate internal control over financial reporting. Abbott’s internal control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Abbott’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2023. In making this assessment, it used the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of December 31, 2023, the company’s internal control over financial reporting was effective based on those criteria.
Abbott’s independent registered public accounting firm has issued an audit report on their assessment of the effectiveness of the company’s internal control over financial reporting. This report appears on page 79.
Robert B. Ford
Chairman of the Board and Chief Executive Officer
Philip P. Boudreau
Senior Vice President, Finance and Chief Financial Officer
John A. McCoy, Jr.
Vice President, Finance and Controller
February 16, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Abbott Laboratories
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Abbott Laboratories and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, shareholders’ investment and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 16, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| | | | | |
| Income taxes – Unrecognized tax benefits |
| Description of the Matter | As described in Note 15 to the consolidated financial statements, unrecognized tax benefits were approximately $3.3 billion at December 31, 2023. Unrecognized tax benefits are assessed by management quarterly for identification and measurement, or more frequently if there are any indicators suggesting a change in unrecognized tax benefits. Assessing tax positions involves judgment including interpreting tax laws of multiple jurisdictions and assumptions relevant to the measurement of an unrecognized tax benefit, including the estimated amount of tax liability that may be incurred should the tax position not be sustained upon inspection by a tax authority. These judgments and assumptions can significantly affect unrecognized tax benefits. |
| |
| How We Addressed the Matter in our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification and measurement of unrecognized tax benefits, as well as its process for the assessment of events that may indicate a change in unrecognized tax benefits is warranted. For example, we tested controls over management’s review of the completeness of identified unrecognized tax benefits, as well as controls over management’s review of significant assumptions used within the measurement of unrecognized tax benefits. |
| |
| With the support of our tax professionals, among other audit procedures performed, we evaluated the reasonableness of management’s judgment with respect to the interpretation of tax laws of multiple jurisdictions by reading and evaluating management’s documentation, including relevant accounting policies, and by considering how tax law, including statutes, regulations, and case law, affected management’s judgments. We tested the completeness of management’s assessment of the identification of unrecognized tax benefits and possible outcomes related to it including evaluation of technical merits of the unrecognized tax benefits. We also tested the appropriateness and consistency of management’s methods and significant assumptions associated with the measurement of unrecognized tax benefits, including assessing the estimated amount of tax liability that may be incurred should the tax position not be sustained upon inspection by a tax authority. |
/s/
We have served as the Company’s auditor since 2013.
February 16, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Abbott Laboratories
Opinion on Internal Control over Financial Reporting
We have audited Abbott Laboratories and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Abbott Laboratories and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 16, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 16, 2024
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. The Chief Executive Officer, Robert B. Ford, and the Chief Financial Officer, Philip P. Boudreau, evaluated the effectiveness of Abbott Laboratories’ disclosure controls and procedures as of the end of the period covered by this report, and concluded that Abbott Laboratories’ disclosure controls and procedures were effective to ensure that information Abbott is required to disclose in the reports that it files or submits with the Commission under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information required to be disclosed by Abbott in the reports that it files or submits under the Exchange Act is accumulated and communicated to Abbott’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
Management’s annual report on internal control over financial reporting. Management’s report on Abbott’s internal control over financial reporting is included on page 76 hereof. The report of Abbott’s independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page 79 hereof.
Changes in internal control over financial reporting. During the quarter ended December 31, 2023, there were no changes in Abbott’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, Abbott’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated herein by reference are “Election of Directors (Item 1 on Proxy Card),” “Committees of the Board of Directors,” and “Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting” to be included in the 2024 Abbott Laboratories Proxy Statement. The 2024 Proxy Statement will be filed on or about March 15, 2024. Also incorporated herein by reference is the text found under the caption, “Information About Our Executive Officers” on pages 19 through 20 hereof.
Abbott has adopted a code of ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer and controller. That code is part of Abbott’s code of business conduct which is available free of charge through Abbott’s investor relations website (www.abbottinvestor.com). Abbott intends to include on its website any amendment to, or waiver from, a provision of its code of ethics that applies to Abbott’s principal executive officer, principal financial officer, and principal accounting officer and controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
The material required by this Item 11 will be included in the 2024 Proxy Statement under the headings “Director Compensation” and “Executive Compensation”, and such material is incorporated herein by reference. The 2024 Proxy Statement will be filed on or about March 15, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a)Equity Compensation Plan Information.
The following table presents information as of December 31, 2023 about our compensation plans under which Abbott common shares have been authorized for issuance.
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | (b) Weighted average exercise price of outstanding options, warrants and rights | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Equity compensation plans approved by security holders (1) | | 28,569,075 | | $ | 74.52 | | | 82,923,001 |
| Equity compensation plans not approved by security holders | | — | | | — | | | — | |
| Total (1) | | 28,569,075 | | $ | 74.52 | | | 82,923,001 |
________________________________________________________
(1) (i)Abbott Laboratories 2009 Incentive Stock Program. Benefits under the Abbott Laboratories 2009 Incentive Stock Program (the “2009 Program”) include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits. The shares that remain available for issuance under the 2009 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2009 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the Abbott Laboratories 2017 Incentive Stock Program (the “2017 Program”). If shares are issued under any benefit under the 2009 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott, the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2009 Program.
In April 2017, the 2009 Program was replaced by the 2017 Program. No further awards will be granted under the 2009 Program.
(ii)Abbott Laboratories 2017 Incentive Stock Program. Benefits under the 2017 Program include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits. The shares that remain available for issuance under the 2017 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2017 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the 2017 Program. If shares are issued under any benefit under the 2017 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott, the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2017 Program.
(iii)Abbott Laboratories Employee Stock Purchase Plan for Non-U.S. Employees. Eligible employees of participating non-U.S. affiliates of Abbott may participate in this plan. An eligible employee may authorize payroll deductions at the rate of 1% to 10% of eligible compensation (in multiples of one percent) subject to a limit of US $12,500 during any purchase cycle.
Purchase cycles are generally six months long and usually begin on August 1 and February 1. On the last day of each purchase cycle, Abbott uses participant contributions to acquire Abbott common shares. The shares may be either authorized but unissued shares, treasury shares, or shares acquired on the open market. The purchase price is typically 85% of the lower of the fair market value of the shares on the purchase date or on the first day of that purchase cycle. As the number of shares subject to outstanding options is indeterminable, columns (a) and (b) of the above table do not include information on the Employee Stock Purchase Plan. As of December 31, 2023, an aggregate of 8,565,087 common shares were available for future issuance under the Employee Stock Purchase Plan, including shares subject to purchase during the current purchase cycle.
In April 2017, the 2009 Employee Stock Purchase Plan for Non-U.S. Employees was amended and restated as the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees.
For additional information concerning the Abbott Laboratories 2009 Incentive Stock Program, the Abbott Laboratories 2017 Incentive Stock Program, and the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, see the discussion in Note 9 entitled “Incentive Stock Program” of the Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data.”
(b)Information Concerning Security Ownership. Incorporated herein by reference is the material under the headings “Security Ownership of Executive Officers and Directors” and “Information Concerning Security Ownership” in the 2024 Proxy Statement. The 2024 Proxy Statement will be filed on or about March 15, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The material to be included in the 2024 Proxy Statement under the headings “The Board of Directors,” “Committees of the Board of Directors,” and “Approval Process for Related Person Transactions” is incorporated herein by reference. The 2024 Proxy Statement will be filed on or about March 15, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The material to be included in the 2024 Proxy Statement under the headings “Audit Fees and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor” is incorporated herein by reference. The 2024 Proxy Statement will be filed on or about March 15, 2024.
PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as part of this Form 10-K.
(1)Financial Statements: See Item 8, “Financial Statements and Supplementary Data,” on page 41 hereof, for a list of financial statements.
(2)Financial Statement Schedules: The required financial statement schedules are found on the pages indicated below. These schedules should be read in conjunction with the Consolidated Financial Statements of Abbott Laboratories:
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| Abbott Laboratories Financial Statement Schedules | | Page No. |
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| Schedules I, III, IV, and V are not submitted because they are not applicable or not required | | |
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| Individual Financial Statements of businesses acquired by the registrant have been omitted pursuant to Rule 3-05 of Regulation S-X | | |
(3)Exhibits Required by Item 601 of Regulation S-K: The information called for by this paragraph is set forth in Item 15(b) below.
(b)Exhibits filed.
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10-K Exhibit Table Item No. | | |
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| 3.1 | * | |
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| 3.2 | * | |
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| 4.1 | * | |
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| 4.2 | * | |
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| 4.3 | * | |
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| 4.4 | * | |
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| 4.5 | * | |
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| 4.6 | * | |
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| 4.7 | * | |
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| 4.8 | * | |
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10-K Exhibit Table Item No. | | |
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| 4.9 | * | |
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| 4.10 | * | |
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| 4.11 | * | |
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| 4.12 | * | |
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| 4.13 | * | |
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| 4.14 | * | |
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| 4.15 | * | |
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| 4.16 | * | |
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| 4.17 | * | |
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| 4.18 | * | |
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| 4.19 | † | |
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| 4.20 | † | Fourth Supplemental Indenture, dated as of April 2, 2013, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC’s 3.25% Senior Notes due 2023 and 4.75% Senior Notes due 2043 (including forms of notes), filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated April 2, 2013. |
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| 4.21 | † | Fifth Supplemental Indenture, dated as of September 23, 2015, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC’s 2.000% Senior Notes due 2018, 2.800% Senior Notes due 2020 and 3.875% Senior Notes due 2025, filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated September 23, 2015. |
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| 4.22 | † | Sixth Supplemental Indenture, dated as of January 4, 2017, among St. Jude Medical, Inc., St. Jude Medical, LLC and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the St. Jude Medical, LLC Current Report on Form 8-K dated January 4, 2017. |
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| 4.23 | * | |
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10-K Exhibit Table Item No. | | |
| 4.24 | * | |
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| 4.25 | * | First Supplemental Indenture dated September 27, 2018, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent and transfer agent, and Elavon Financial Services DAC, as registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, 2018. |
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| 4.26 | * | Second Supplemental Indenture dated November 19, 2019, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, transfer agent and registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, 2019. |
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| 4.27 | * | |
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| 4.28 | * | |
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| 4.29 | * | |
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| 4.30 | * | |
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| 4.31 | * | |
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| 4.32 | * | |
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| | Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K. Copies of such agreements will be furnished to the Securities and Exchange Commission upon request. |
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| 4.33 | * | |
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| 10.1 | * | Supplemental Plan Abbott Laboratories Extended Disability Plan, filed as an exhibit (pages 50-51) to the 1992 Abbott Laboratories Annual Report on Form 10-K.** |
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| 10.2 | * | |
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| 10.3 | * | |
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| 10.4 | * | |
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| 10.5 | | |
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| 10.6 | | |
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| 10.7 | * | |
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10-K Exhibit Table Item No. | | |
| 10.8 | * | |
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| 10.9 | | |
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| 10.10 | * | |
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| 10.11 | * | |
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| 10.12 | * | |
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| 10.15 | * | |
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| 10.26 | * | |
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10-K Exhibit Table Item No. | | |
| 10.27 | * | |
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| 10.34 | * | |
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| 10.36 | * | |
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| 10.37 | * | |
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| 10.38 | * | |
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| 10.39 | * | |
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| 10.40 | * | |
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| 10.41 | * | |
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10-K Exhibit Table Item No. | | |
| 10.42 | * | |
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| 10.43 | * | |
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| 10.44 | * | |
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| 10.48 | * | |
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| 10.49 | * | |
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| 10.50 | * | |
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| 10.51 | * | |
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| 10.54 | * | |
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| 10.55 | * | |
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| 10.56 | * | |
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10-K Exhibit Table Item No. | | |
| 10.57 | * | |
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| 10.58 | * | |
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| 10.59 | * | |
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| 10.60 | † | |
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| 10.61 | † | |
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| 10.62 | † | |
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| 10.63 | * | |
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| 10.64 | * | |
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| 10.65 | | |
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| 21 | | |
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| 23 | | |
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| 31.1 | | |
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| 31.2 | | |
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| | Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed” under the Securities Exchange Act of 1934. |
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| 32.1 | | |
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| 32.2 | | |
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| 97 | | |
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| 101 | | The following financial statements and notes from the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 16, 2024, formatted in Inline XBRL: (i) Consolidated Statement of Earnings; (ii) Consolidated Statement of Comprehensive Income; (iii) Consolidated Statement of Cash Flows; (iv) Consolidated Balance Sheet; (v) Consolidated Statement of Shareholders’ Investment; and (vi) the notes to the consolidated financial statements. |
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10-K Exhibit Table Item No. | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101). |
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________________________________________________________
*Incorporated herein by reference. Commission file number 1-2189.
**Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
†Incorporated herein by reference. Commission file number 1-12441.
Abbott will furnish copies of any of the above exhibits to a shareholder upon written request to the Secretary, Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6400.
(c)Financial Statement Schedule filed (page 92).
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Abbott Laboratories has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| ABBOTT LABORATORIES |
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| By | /s/ ROBERT B. FORD |
| | Robert B. Ford |
| | Chairman of the Board and Chief Executive Officer |
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| Date: | February 16, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Abbott Laboratories on February 16, 2024 in the capacities indicated below.
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| /s/ ROBERT B. FORD | | /s/ PHILIP P. BOUDREAU |
| Robert B. Ford | | Philip P. Boudreau |
Chairman of the Board and Chief Executive Officer, and Director of Abbott Laboratories (principal executive officer) | | Senior Vice President, Finance and Chief Financial Officer (principal financial officer) |
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| /s/ JOHN A. MCCOY, JR. | | |
| John A. McCoy, Jr. | | |
Vice President, Finance and Controller (principal accounting officer) | | |
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| /s/ ROBERT J. ALPERN | | /s/ CLAIRE BABINEAUX-FONTENOT |
| Robert J. Alpern, M.D. | | Claire Babineaux-Fontenot |
| Director of Abbott Laboratories | | Director of Abbott Laboratories |
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| /s/ SALLY E. BLOUNT | | /s/ PAOLA GONZALEZ |
| Sally E. Blount, Ph.D. | | Paola Gonzalez |
| Director of Abbott Laboratories | | Director of Abbott Laboratories |
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| /s/ MICHELLE A. KUMBIER | | /s/ DARREN W. MCDEW |
| Michelle A. Kumbier | | Darren W. McDew |
| Director of Abbott Laboratories | | Director of Abbott Laboratories |
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| /s/ NANCY MCKINSTRY | | /s/ MICHAEL G. O'GRADY |
| Nancy McKinstry | | Michael G. O'Grady |
| Director of Abbott Laboratories | | Director of Abbott Laboratories |
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| /s/ MICHAEL F. ROMAN | | /s/ DANIEL J. STARKS |
| Michael F. Roman | | Daniel J. Starks |
| Director of Abbott Laboratories | | Director of Abbott Laboratories |
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| /s/ JOHN G. STRATTON | | |
| John G. Stratton | | |
| Director of Abbott Laboratories | | |
| | $ | | | | $ | () | | | $ | | | | 2022 | | | | | | | | () | | | | |
| 2021 | | | | | | | | () | | | | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Abbott Laboratories
We have audited the consolidated financial statements of Abbott Laboratories and subsidiaries (the Company) as of December 31, 2023 and 2022, for each of the three years in the period ended December 31, 2023, and have issued our report thereon dated February 16, 2024 (included elsewhere in this Annual Report on Form 10-K). Our audits of the consolidated financial statements included the financial statement schedule listed in Item 15(a)(2) of this Annual Report on Form 10-K (the “schedule”). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s schedule, based on our audits.
In our opinion, the schedule presents fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.
/s/ Ernst & Young LLP
Chicago, Illinois
February 16, 2024
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