ABBOTT LABORATORIES - Quarter Report: 2024 September (Form 10-Q)

The fair value of foreign currency forward exchange contracts is determined using a market approach, which utilizes values for comparable derivative instruments. The fair value of debt was determined based on the face value of the debt adjusted for the fair value of the interest rate swaps, which is based on a discounted cash flow analysis using significant other observable inputs. The fair value of the contingent consideration was determined based on independent appraisals at the time of acquisition, adjusted for the time value of money and other changes in fair value. The decrease in the amount of contingent consideration from December 31, 2023 reflects a payment of $ million and a $ million change in the fair value of the remaining contingent consideration.

The maximum amount for certain contingent consideration is not determinable as it is based on a percent of certain sales. Excluding such contingent consideration, the maximum amount that may be due under the other contingent consideration arrangements was estimated at September 30, 2024 to be approximately $ million, which is dependent upon attaining certain sales thresholds or upon the occurrence of certain events, such as regulatory approvals.

Abbott has been named as a defendant in a number of lawsuits alleging that its preterm infant formula and human milk fortifier products that contain cow’s milk cause an intestinal disease known as necrotizing enterocolitis (NEC) and inadequately warn about the risk of NEC. These lawsuits claim that certain preterm infants suffered injury or death as a result of contracting NEC. Abbott denies the allegations in these lawsuits. In July 2024, a jury in a Missouri state court awarded a plaintiff $ million in a trial against Abbott. Abbott stands by its products and the information it provided about them, and it plans to appeal the jury's verdict. Abbott does not believe that it is probable that a material loss will be incurred related to these lawsuits and therefore, reserves have been recorded for these lawsuits. Given the uncertainty as to the possible outcome in each of these lawsuits, Abbott is unable to reasonably estimate a range of possible loss related to these lawsuits.

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 September 30, 2024 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, except for the cases discussed in the second paragraph of this note, the resolution of which could be material to Abbott's financial position, cash flows or results of operations.

Tax authorities in various jurisdictions regularly review Abbott’s income tax filings. Abbott believes that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease approximately $ million to $ billion, including cash adjustments, within the next twelve months as a result of concluding various domestic and international tax matters.

In September 2023, Abbott received a Statutory Notice of Deficiency (SNOD) from the U.S. Internal Revenue Service (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 2023.

In June 2024, Abbott received a SNOD from the IRS for the 2017 and 2018 Federal tax years in the amount of $ million. The matters proposed in the 2017/2018 SNOD are substantially similar to the income allocation adjustments included in the 2019 SNOD. Abbott filed a petition in September 2024 with the U.S. Tax Court contesting the 2017/2018 SNOD in a manner consistent with its petition for the 2019 SNOD.

In October 2024, Abbott received a SNOD from the IRS for the 2020 Federal tax year assessing an additional $ million of income tax. The primary adjustments proposed in the SNOD are substantially similar to the income allocation adjustments included in the 2017/2018 and 2019 SNODs. Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit. The SNOD also contains other proposed adjustments and omissions that Abbott believes are erroneous and unsupported. In addition to the tax assessment for the 2020 tax year, the 2020 SNOD also contested a deduction for which an estimated $ million cash tax benefit would be available in a different taxable year as allowed under applicable U.S. tax law. Abbott intends to file a petition with the U.S. Tax Court contesting the SNOD.

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 reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. Abbott continues to believe that its reserves for uncertain tax positions are appropriate.


(a)			Approximately percent of the annual net cost of share-based awards will typically be recognized in the first quarter due to the timing of the granting of share-based awards.
(b)			Other, net for the three and nine months ended September 30, 2024 and 2023 includes charges related to restructurings, the impairment of IPR&D and intangible assets and various investments and integration costs related to business combinations. Other, net for the nine months ended September 30, 2024 includes a loss on the divestiture of a non-core business. Other, net for the three months and nine months ended September 30, 2023 includes costs associated with the acquisition of CSI. Other, net for the nine months ended September 30, 2023 includes income arising from fair value changes in contingent consideration related to previous business combinations.

Abbott’s revenues are derived primarily from the sale of a broad line of health care products under short-term receivable arrangements. Patent protection and licenses, technological and performance features, and inclusion of Abbott’s products under a contract most impact which products are sold; price controls, competition and rebates most impact the net selling prices of products; and foreign currency translation impacts the measurement of net sales and costs. Abbott’s primary products are medical devices, diagnostic testing products, nutritional products and branded generic pharmaceuticals.


	Net Sales to External Customers
(in millions)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Total Change		Impact of Foreign Exchange		Total Change Excl. Foreign Exchange

Established Pharmaceutical Products	$	1,406	$	1,368	2.7	%	(4.3)	%	7.0	%
Nutritional Products	2,066		2,073		(0.3)		(3.1)		2.8
Diagnostic Products	2,412		2,449		(1.5)		(2.9)		1.4
Medical Devices	4,747		4,249		11.7		(1.6)		13.3
Total Reportable Segments	10,631		10,139		4.9		(2.5)		7.4
Other	4		4		n/m		n/m		n/m
Net Sales	$	10,635	$	10,143	4.9		(2.5)		7.4

Total U.S.	$	4,202	$	3,817	10.1		—		10.1

Total International	$	6,433	$	6,326	1.7		(4.1)		5.8


	Net Sales to External Customers
(in millions)	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023		Total Change		Impact of Foreign Exchange		Total Change Excl. Foreign Exchange

Established Pharmaceutical Products	$	3,926	$	3,844	2.1	%	(7.3)	%	9.4	%
Nutritional Products	6,284		6,116		2.7		(3.1)		5.8
Diagnostic Products	6,821		7,454		(8.5)		(2.9)		(5.6)
Medical Devices	13,934		12,444		12.0		(1.6)		13.6
Total Reportable Segments	30,965		29,858		3.7		(3.0)		6.7
Other	11		10		n/m		n/m		n/m
Net Sales	$	30,976	$	29,868	3.7		(3.0)		6.7

Total U.S.	$	11,982	$	11,503	4.2		—		4.2

Total International	$	18,994	$	18,365	3.4		(4.9)		8.3

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Notes:			In order to compute results excluding the impact of exchange rates, current year U.S. dollar sales are multiplied or divided, as appropriate, by the current year average foreign exchange rates and then those amounts are multiplied or divided, as appropriate, by the prior year average foreign exchange rates.
			n/m = Percent change is not meaningful

The 7.4 percent increase in total net sales during the third quarter of 2024, excluding the impact of foreign exchange, primarily reflected higher sales in the Medical Devices and Established Pharmaceutical Products segments, partially offset by a decrease in demand for Abbott’s rapid diagnostic tests to detect COVID-19. Abbott’s COVID-19 testing-related sales totaled $265 million during the third quarter of 2024 and $305 million during the third quarter of 2023. Excluding the impact of COVID-19 testing-related sales, Abbott’s total net sales increased 5.4 percent. Excluding the impacts of COVID-19 testing-related sales and foreign exchange, Abbott’s total net sales increased 8.0 percent. Abbott’s net sales were unfavorably impacted by changes in foreign exchange rates in the third quarter as the relatively stronger U.S. dollar decreased total international sales by 4.1 percent and total sales by 2.5 percent.

The 6.7 percent increase in total net sales during the first nine months of 2024, excluding the impact of foreign exchange, reflected sales growth in the Medical Devices, Nutritional Products, and Established Pharmaceutical Products segments, partially offset by a decrease in demand for Abbott’s rapid diagnostic tests to detect COVID-19. Abbott’s COVID-19 testing-related sales totaled $571 million during the first nine months of 2024 and $1.3 billion during the first nine months of 2023. Excluding the impact of COVID-19 testing-related sales, Abbott’s total net sales increased 6.4 percent. Excluding the impacts of COVID-19 testing-related sales and foreign exchange, Abbott’s total net sales increased 9.5 percent. Abbott’s net sales were unfavorably impacted by changes in foreign exchange rates in the first nine months as the relatively stronger U.S. dollar decreased total international sales by 4.9 percent and total sales by 3.0 percent.


(in millions)	September 30, 2024		September 30, 2023		Total Change		Impact of Foreign Exchange		Total Change Excl. Foreign Exchange
Established Pharmaceutical Products —
Key Emerging Markets	$	2,910	$	2,889	0.7	%	(9.0)	%	9.7	%
Other Emerging Markets	1,016		955		6.4		(2.2)		8.6

Nutritional Products —
International Pediatric Nutritionals	1,377		1,477		(6.8)		(3.2)		(3.6)
U.S. Pediatric Nutritionals	1,646		1,472		11.8		—		11.8
International Adult Nutritionals	2,146		2,086		2.8		(6.9)		9.7
U.S. Adult Nutritionals	1,115		1,081		3.2		—		3.2

Diagnostic Products —
Core Laboratory	3,848		3,789		1.5		(4.8)		6.3
Molecular	384		421		(8.7)		(0.8)		(7.9)
Point of Care	441		416		6.0		(0.1)		6.1
Rapid Diagnostics	2,148		2,828		(24.0)		(1.1)		(22.9)

Medical Devices —
Rhythm Management	1,766		1,673		5.6		(1.2)		6.8
Electrophysiology	1,824		1,602		13.8		(2.6)		16.4
Heart Failure	948		860		10.4		(0.1)		10.5
Vascular	2,112		2,004		5.4		(1.3)		6.7
Structural Heart	1,637		1,446		13.2		(1.9)		15.1
Neuromodulation	705		650		8.4		(1.5)		9.9
Diabetes Care	4,942		4,209		17.4		(1.9)		19.3

Excluding the unfavorable effect of foreign exchange, sales in Key Emerging Markets for Established Pharmaceutical Products increased 9.7 percent in the first nine months of 2024, led by higher revenue in several countries and across several therapeutic areas, including respiratory, gastroenterology, cardiometabolic and central nervous system/pain management. Other Emerging Markets, excluding the effect of foreign exchange, increased by 8.6 percent in the first nine months of 2024.

Excluding the impact of foreign exchange, total Nutritional Products sales in the first nine months of 2024 increased 5.8 percent. In U.S. Pediatric Nutritionals, the 11.8 percent increase in sales in the first nine months of 2024 reflects infant formula market share gains and the continued favorable impact of 2023 price increases, partially offset by a decrease in PediaSure® and Pedialyte® product sales. Excluding the effect of foreign exchange, the 3.6 percent decrease in International Pediatric Nutritionals sales in the first nine months of 2024 reflects a decrease in sales in the Asia Pacific and Latin America regions, partially offset by increased sales in Canada and the Europe/Middle East regions.

In the first nine months of 2024, U.S. and International Adult Nutritionals sales, excluding the effect of foreign exchange, increased 3.2 percent and 9.7 percent, respectively, due to growth of Ensure® and Glucerna® product sales. U.S. Adult Nutritionals sales were partially offset by the discontinuation of the ZonePerfect® product line.

The 5.6 percent decrease in Diagnostic Products sales in the first nine months of 2024, excluding the impact of foreign exchange, was primarily driven by lower demand for COVID-19 tests. In Rapid Diagnostics, sales decreased 22.9 percent in the first nine months of 2024, excluding the effect of foreign exchange, due to lower demand for COVID-19 tests. In the first nine months of 2024 and 2023, Rapid Diagnostics COVID-19 testing-related sales were $553 million and $1.2 billion, respectively. In the first nine months of 2024, Rapid Diagnostics sales increased 0.8 percent, excluding COVID-19 testing-related sales, and increased 2.1 percent, excluding the impact of foreign exchange and COVID-19 testing-related sales.

In Core Laboratory Diagnostics, sales increased 6.3 percent in the first nine months of 2024, excluding the effect of foreign exchange, due to the continued deployment of Abbott's Alinity® testing platform and higher volume of routine diagnostic testing performed in hospitals and other laboratories, partially offset by lower sales in China. In the first nine months of 2024 and 2023, Core Laboratory Diagnostics COVID-19 testing-related sales were $8 million and $16 million, respectively. In the first nine months of 2024, Core Laboratory Diagnostics sales increased 1.8 percent, excluding COVID-19 testing-related sales, and increased 6.5 percent, excluding the impact of foreign exchange and COVID-19 testing-related sales.

The 7.9 percent decrease in Molecular Diagnostics sales in the first nine months of 2024, excluding the effect of foreign exchange, was primarily driven by lower demand for laboratory-based molecular tests for COVID-19. In the first nine months of 2024 and 2023, Molecular Diagnostics COVID-19 testing-related sales were $10 million and $36 million, respectively. In the first nine months of 2024, Molecular Diagnostics sales decreased 2.5 percent, excluding COVID-19 testing-related sales, and decreased 1.6 percent, excluding the impact of foreign exchange and COVID-19 testing-related sales.

Excluding the effect of foreign exchange, total Medical Devices sales increased 13.6 percent in the first nine months of 2024, led by double-digit growth in Diabetes Care, Electrophysiology, Structural Heart and Heart Failure. Higher Diabetes Care sales were driven by continued growth in Abbott's continuous glucose monitoring (CGM) systems. CGM systems sales totaled $4.7 billion in the first nine months of 2024, which reflected a 21.4 percent increase, excluding the effect of foreign exchange, over the first nine months of 2023 when CGM sales totaled $3.9 billion.

In January 2024, Abbott announced that Tandem Diabetes Care, Inc.'s t:slim X2™ insulin pump is the first automated insulin delivery system in the U.S. to integrate with Abbott's FreeStyle Libre® 2 Plus sensor for treating diabetes. In February, Insulet's Omnipod® 5 Automated Insulin Delivery System received CE Mark approval to be offered as an integrated solution with Abbott's FreeStyle Libre 2 Plus sensor. In June, Abbott announced U.S. Food and Drug Administration (FDA) clearance for two new over-the-counter CGM systems, Lingo™ and Libre Rio™, which are based on Abbott's FreeStyle Libre CGM technology. In August, Abbott announced a global partnership with Medtronic to collaborate on connecting Abbott's CGM system with Medtronic's insulin delivery devices. In September, Abbott announced the U.S. launch of Lingo.

During the first nine months of 2024, procedure volumes continued to increase across the cardiovascular and neuromodulation businesses. In Electrophysiology, the 16.4 percent increase in sales, excluding the effect of foreign exchange, primarily reflects higher procedure volumes and increased demand for catheters and cardiac mapping products. In Structural Heart, the 15.1 percent increase in sales, excluding the effect of foreign exchange, primarily reflects growth of the Navitor®, MitraClip®, TriClip® and Amplatzer® Amulet® products. In Heart Failure, the 10.5 percent increase in sales, excluding the effect of foreign exchange, primarily reflects growth in chronic and acute pump products.

In Neuromodulation, the 9.9 percent increase in sales, excluding the effect of foreign exchange, was driven by the Eterna™ rechargeable spinal cord stimulation system for the treatment of chronic pain. In Vascular, the 6.7 percent increase in sales, excluding the impact of foreign exchange, was primarily due to the acquisition of Cardiovascular Systems, Inc. (CSI) in April 2023 and growth in other endovascular sales.

In April 2024, Abbott announced FDA approval of the Esprit™ below-the-knee (BTK) system, which is designed to keep arteries open in people living with peripheral artery disease and deliver a drug to support vessel healing prior to completely dissolving. In April, Abbott also announced FDA approval of TriClip, which provides a minimally invasive treatment option for patients with tricuspid regurgitation, or a leaky tricuspid heart valve. In June, Abbott obtained CE Mark for its AVEIR® dual chamber (DR) leadless pacemaker system, which is the world's first dual chamber leadless pacemaker system that treats people with abnormal or slow heart rhythms.

The gross profit margin percentage was 51.4 percent for the third quarter of 2024 compared to 49.7 percent for the third quarter of 2023 and 51.0 percent for the first nine months of 2024 compared to 50.1 percent for the first nine months of 2023. The increase in the quarter and the first nine months of 2024 reflects the favorable impacts of higher pricing in various businesses and gross margin improvement initiatives, partially offset by the unfavorable effect of foreign exchange.

Research and development (R&D) expenses increased $41 million to $713 million, or 6.1 percent, in the third quarter of 2024 and increased $54 million to $2.1 billion, or 2.6 percent, in the first nine months of 2024 compared to the prior year. The increase in R&D expense in the third quarter of 2024 was primarily driven by higher spending on various projects. The increase in R&D expense in the first nine months of 2024 was primarily driven by higher spending on various projects, partially offset by lower 2024 charges for the impairment of in-process R&D (IPR&D) assets acquired in previous business combinations.

Selling, general and administrative expenses increased $172 million, or 6.3 percent, in the third quarter of 2024, and increased $565 million, or 6.9 percent, in the first nine months of 2024 compared to the prior year. Higher selling and marketing spending to drive growth across various businesses was partially offset by the favorable impact of foreign exchange.

In 2024, Abbott management approved plans to streamline operations in order to reduce costs and improve efficiencies in its diagnostic, medical devices and nutritional businesses, including the discontinuation of its ZonePerfect® product line. In the nine months ended September 30, 2024, Abbott recorded employee related severance and other charges of $60 million, of which $39 million was recorded in Cost of products sold, $2 million was recorded in Research and development, and $19 million was recorded in Selling, general and administrative expenses. Payments related to these actions totaled $25 million in the first nine months of 2024 and the remaining liabilities totaled $35 million at September 30, 2024. In addition, Abbott recognized asset impairment charges of $22 million related to these restructuring plans.

Other income, net increased from $83 million of income in the third quarter of 2023 to $121 million of income in the third quarter of 2024 and decreased from $370 million of income in the first nine months of 2023 to $222 million of income in the first nine months of 2024. The increase in the third quarter primarily reflects lower impairment charges related to certain investments and income associated with the non-service cost components of net pension and post-retirement medical benefit costs. The decrease in the first nine months of 2024 reflects the recognition of a $143 million loss on the sale of a non-core business related to the Established Pharmaceutical Products segment, as well as the 2023 impact of favorable changes in the fair value of contingent consideration liabilities that did not repeat in 2024. The decrease in the first nine months of 2024 was partially offset by an increase in income associated with the non-service cost components of net pension and post-retirement medical benefit costs.

Interest expense, net decreased $18 million to $51 million in the third quarter of 2024 and decreased $12 million to $170 million in the first nine months of 2024. In the third quarter of 2024 and in the first nine months of 2024, interest expense decreased due to the repayment of approximately $2.25 billion of long-term debt in September and November of 2023. In the first nine months of 2024, the decrease in interest expense was partially offset by a reduction in interest income due to lower average cash and short-term investment balances versus the prior year, thereby resulting in unfavorable interest income and an increase in Interest expense, net.

Taxes on earnings reflect the estimated annual effective rates and include charges for interest and penalties. In the first nine months of 2024 and 2023, taxes on earnings include approximately $44 million and $11 million, respectively, in excess tax benefits associated with share-based compensation. In the first nine months of 2024 and 2023, taxes on earnings also include approximately $35 million and $59 million, respectively, of tax expense as the result of the resolution of various tax positions related to prior years.

Tax authorities in various jurisdictions regularly review Abbott’s income tax filings. Abbott believes that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease approximately $75 million to $1.33 billion, including cash adjustments, within the next twelve months as a result of concluding various domestic and international tax matters.

In September 2023, Abbott received a Statutory Notice of Deficiency (SNOD) from the U.S. Internal Revenue Service (IRS) for the 2019 Federal tax year in the amount of $417 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 2023.

In June 2024, Abbott received a SNOD from the IRS for the 2017 and 2018 Federal tax years in the amount of $192 million. The matters proposed in the 2017/2018 SNOD are substantially similar to the income allocation adjustments included in the 2019 SNOD. Abbott filed a petition in September 2024 with the U.S. Tax Court contesting the 2017/2018 SNOD in a manner consistent with its petition for the 2019 SNOD.

In October 2024, Abbott received a SNOD from the IRS for the 2020 Federal tax year assessing an additional $443 million of income tax. The primary adjustments proposed in the SNOD are substantially similar to the income allocation adjustments included in the 2017/2018 and 2019 SNODs. Abbott believes that the income reallocation adjustments proposed in the SNOD are without merit. The SNOD also contains other proposed adjustments and omissions that Abbott believes are erroneous and unsupported. In addition to the tax assessment for the 2020 tax year, the 2020 SNOD also contested a deduction for which an estimated $440 million cash tax benefit would be available in a different taxable year as allowed under applicable U.S. tax law. Abbott intends to file a petition with the U.S. Tax Court contesting the SNOD.

The Organization for Economic Cooperation & Development (OECD) has proposed a two-pillared plan for a revised international tax system. Pillar 1 proposes to reallocate taxing rights among the jurisdictions in which in-scope multinational corporations operate. Abbott is continuing to analyze the Pillar 1 proposal. Pillar 2 proposes to assess a 15 percent minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Numerous countries have enacted legislation to adopt the Pillar 2 model rules. A subset of the rules became effective January 1, 2024, and the remaining rules become effective January 1, 2025 or later. Abbott continues to analyze the Pillar 2 model rules. The full implementation of the model rules may have a material impact on Abbott’s condensed consolidated financial statements in the future.

The increase in cash and cash equivalents from $6.9 billion at December 31, 2023 to $7.6 billion at September 30, 2024 primarily reflects the cash generated from operations and an increase in Abbott's yen-denominated loan, partially offset by the payment of dividends and capital expenditures in the first nine months of 2024. Working capital was $8.9 billion at September 30, 2024 and $8.8 billion at December 31, 2023. The increase in working capital in 2024 primarily reflects an increase in cash and cash equivalents, accounts receivable, and inventory, partially offset by an increase in the current portion of long-term debt and income taxes payable.

In the Condensed Consolidated Statement of Cash Flows, Net cash from operating activities for the first nine months of 2024 totaled approximately $5.7 billion, an increase of $1.5 billion from the prior year, primarily due to higher segment operating earnings, as well as improved working capital management. In the first nine months of 2024, Net cash from operating activities includes $298 million of pension contributions and the payment of cash taxes of approximately $1.181 billion. Net cash from operating activities in 2023 includes $302 million of pension contributions and the payment of cash taxes of approximately $1.180 billion.

On June 26, 2024, Abbott modified its existing, yen-denominated 5-year term loan scheduled to mature in November 2024. The amended terms include a net increase in principal debt from ¥59.8 billion to ¥92.0 billion, with a new maturity date in June 2029. The modified, 5-year term loan bears interest at the Tokyo Interbank Offered Rate (TIBOR) plus a fixed spread, and the interest rate is reset quarterly. The net proceeds equated to approximately $201 million. The ¥92.0 billion loan is designated as a hedge of Abbott’s net investment in certain foreign subsidiaries.

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 $5 billion on an unsecured basis. On January 29, 2024, Abbott terminated its 2020 Five Year Credit Agreement (2020 Agreement) and entered into a new Five Year Credit Agreement (Revolving Credit Agreement). There were no 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), plus an applicable margin based on Abbott’s credit ratings.

In the third quarter of 2024, Abbott repurchased approximately 7 million of its common shares for $750 million. As of September 30, 2024, $659 million remains available for repurchase under the 2021 share repurchase program. On October 11, 2024, the board of directors authorized the repurchase of up to $7 billion of Abbott common shares, from time to time (the "2024 Plan"). The 2024 Plan is in addition to the unused portion of the 2021 Plan.

On September 22, 2023, Abbott completed the acquisition of Bigfoot Biomedical, Inc. (Bigfoot), which furthers Abbott's efforts to develop connected solutions for making diabetes management more personal and precise. The purchase price, the final allocation of acquired assets and liabilities, and the revenue and net income contributed by Bigfoot since the date of acquisition are not material to Abbott's condensed consolidated financial statements.

On April 27, 2023, Abbott completed the acquisition of CSI for $20 per common share, which equated to a purchase price of $851 million. The transaction was funded with cash on hand and accounted for as a business combination. CSI's atherectomy system, which is used in treating peripheral and coronary artery disease, adds complementary technologies to Abbott's portfolio of vascular device offerings.

The final allocation of the purchase price of the CSI acquisition resulted in the recording of two non-deductible developed technology intangible assets totaling $305 million; a non-deductible in-process research and development asset of $15 million, which will be accounted for as an indefinite-lived intangible asset until regulatory approval or discontinuation; non-deductible goodwill of $369 million; net deferred tax assets of $46 million and other net assets of $116 million. The goodwill is identifiable to the Medical Devices reportable segment and is attributable to expected synergies from combining operations, as well as intangible assets that do not qualify for separate recognition. Revenues and earnings of CSI included in Abbott's condensed consolidated financial statements since the acquisition date are not material to Abbott's consolidated revenue and earnings.

Abbott’s primary markets are highly competitive and subject to substantial government regulations throughout the world. Abbott expects debate to continue over the availability, method of delivery, and payment for health care products and services. It is not possible to predict the extent to which Abbott or the health care industry in general might be adversely affected by these factors in the future. A more complete discussion of these factors is contained in Item 1, Business, and Item 1A, Risk Factors, in the 2023 Annual Report on Form 10-K.

Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Abbott cautions that any forward-looking statements made by Abbott are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological and other factors that may affect Abbott's operations are discussed in Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and are incorporated herein by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

(a)Evaluation of disclosure controls and procedures. The Chief Executive Officer, Robert B. Ford, and 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 Securities and Exchange Commission (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.

(b)Changes in internal control over financial reporting. During the quarter ended September 30, 2024, 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.

Abbott is involved in various claims, legal proceedings and investigations as described in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, including those described below (as of September 30, 2024, except where noted below). While it is not feasible to predict the outcome of such pending claims, proceedings, and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on Abbott's financial position, cash flows, or results of operations, except for the lawsuits discussed below, the resolution of which could be material to cash flows or results of operations.

In its 2023 Annual Report on Form 10-K, Abbott reported that multiple civil lawsuits have been filed against Abbott relating to its manufacturing of certain powder infant formula products. Six shareholder derivative lawsuits against certain of Abbott’s current and former directors and officers are pending in a consolidated proceeding, In re Abbott Laboratories Infant Formula Shareholder Derivative Litigation, in the U.S. District Court for the Northern District of Illinois. The consolidated lawsuit seeks monetary damages from the defendants to Abbott. In re Abbott Laboratories Infant Formula Shareholder Derivative Litigation includes: Thomas P. DiNapoli, Controller of the State of New York, as Administrative Head of the New York State and Local Retirement System, and as Trustee of the New York State Common Retirement Fund, and International Brotherhood of Teamsters Local No. 710 Pension Fund and Southeastern Pennsylvania Transportation Authority, both filed in June 2023; David Hamilton filed in April 2023; Matthew Steele filed in February 2023; Ilene Lippman filed in January 2023; and Leon Martin filed in October 2022. In August 2024, the court granted in part and denied in part the defendants’ motion to dismiss, allowing the securities and breach of fiduciary duty claims to move forward. In September 2024, Abbott’s board of directors established an independent and disinterested special litigation committee to investigate and evaluate the asserted claims.


Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2024 - July 31, 2024	3,600,000	(1)	$	104.680	3,600,000	$	1,032,244,524	(2)
August 1, 2024 - August 31, 2024	3,406,363	(1)	$	109.545	3,406,363	659,092,986		(2)
September 1, 2024 - September 30, 2024	—	(1)	—		—	659,092,986		(2)
Total	7,006,363	(1)	$	107.046	7,006,363	$	659,092,986	(2)

2.On December 10, 2021, the board of directors authorized the repurchase of up to $5 billion of Abbott common shares, from time to time (the "2021 Plan"). On October 11, 2024, the board of directors authorized the repurchase of up to $7 billion of Abbott common shares, from time to time (the "2024 Plan"). The 2024 Plan is in addition to the unused portion of the 2021 Plan.


Exhibit No.						Exhibit

31.1						Certification of Chief Executive Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

31.2						Certification of Chief Financial Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed” under the Securities Exchange Act of 1934.

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following financial statements and notes from the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Statement of Earnings; (ii) Condensed Consolidated Statement of Comprehensive Income; (iii) Condensed Consolidated Balance Sheet; (iv) Condensed Consolidated Statement of Shareholders’ Investment; (v) Condensed Consolidated Statement of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements.

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document and included in Exhibit 101).


ABBOTT LABORATORIES

By:			/s/ PHILIP P. BOUDREAU
			Philip P. Boudreau
			Executive Vice President, Finance and Chief Financial Officer

			Date: October 31, 2024

ABBOTT LABORATORIES - Quarter Report: 2024 September (Form 10-Q)

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