UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 1-2189
An | I.R.S. Employer Identification No. | ||||
Telephone: (224 ) 667-6100
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer o | |||||
Non-Accelerated Filer o | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of September 30, 2024 , Abbott Laboratories had 1,734,455,213 common shares without par value outstanding.
Abbott Laboratories
Table of Contents
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2
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Earnings
(Unaudited)
(dollars in millions except per share data; shares in thousands)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30 | September 30 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold, excluding amortization of intangible assets | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Total operating cost and expenses | |||||||||||||||||||||||
| Operating earnings | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest (income) | ( | ( | ( | ( | |||||||||||||||||||
| Net foreign exchange (gain) loss | ( | ( | ( | ||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before taxes | |||||||||||||||||||||||
| Taxes on earnings | |||||||||||||||||||||||
| 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 the condensed consolidated financial statements are an integral part of this statement.
3
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
(dollars in millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30 | September 30 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net Earnings | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation gain (loss) adjustments | ( | ( | |||||||||||||||||||||
Net actuarial gains (losses) and amortization of net actuarial losses and prior service costs and credits, net of taxes of $ | ( | ( | |||||||||||||||||||||
Net gains (losses) for derivative instruments designated as cash flow hedges, net of taxes of $( | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2024 | December 31, 2023 | ||||||||||
| Supplemental Accumulated Other Comprehensive Income (Loss) Information, net of tax: | |||||||||||
| Cumulative foreign currency translation (loss) adjustments | $ | ( | $ | ( | |||||||
| Net actuarial (losses) and prior service (costs) and credits | ( | ( | |||||||||
| Cumulative gains (losses) on derivative instruments designated as cash flow hedges | ( | ||||||||||
| Accumulated other comprehensive income (loss) | $ | ( | $ | ( | |||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.
4
Abbott Laboratories and Subsidiaries
Condensed Consolidated Balance Sheet
(Unaudited)
(dollars in millions)
| September 30, 2024 | December 31, 2023 | ||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
Trade receivables, less allowances of $ | |||||||||||
| Inventories: | |||||||||||
| Finished products | |||||||||||
| Work in process | |||||||||||
| Materials | |||||||||||
| Total inventories | |||||||||||
| Prepaid expenses and other receivables | |||||||||||
| Total Current Assets | |||||||||||
| Investments | |||||||||||
| Property and equipment, at cost | |||||||||||
| Less: accumulated depreciation and amortization | |||||||||||
| Net property and equipment | |||||||||||
| Intangible assets, net of amortization | |||||||||||
| Goodwill | |||||||||||
| Deferred income taxes and other assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities and Shareholders’ Investment | |||||||||||
| Current Liabilities: | |||||||||||
| 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, deferred income taxes and other long-term liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Shareholders’ Investment: | |||||||||||
Preferred shares, | |||||||||||
Common shares, without par value Authorized — Issued at stated capital amount — Shares: 2024: | |||||||||||
Common shares held in treasury, at cost — Shares: 2024: | ( | ( | |||||||||
| 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 the condensed consolidated financial statements are an integral part of this statement.
5
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Shareholders’ Investment
(Unaudited)
(in millions except shares and per share data)
| Three Months Ended September 30 | |||||||||||
| 2024 | 2023 | ||||||||||
| Common Shares: | |||||||||||
| Balance at June 30 | |||||||||||
Shares: 2024: | $ | $ | |||||||||
| Issued under incentive stock programs | |||||||||||
Shares: 2024: | |||||||||||
| Share-based compensation | |||||||||||
| Issuance of restricted stock awards | ( | ( | |||||||||
| Balance at September 30 | |||||||||||
Shares: 2024: | $ | $ | |||||||||
| Common Shares Held in Treasury: | |||||||||||
| Balance at June 30 | |||||||||||
Shares: 2024: | $ | ( | $ | ( | |||||||
| Issued under incentive stock programs | |||||||||||
Shares: 2024: | |||||||||||
| Purchased | |||||||||||
Shares: 2024: | ( | ||||||||||
| Balance at September 30 | |||||||||||
Shares: 2024: | $ | ( | $ | ( | |||||||
| Earnings Employed in the Business: | |||||||||||
| Balance at June 30 | $ | $ | |||||||||
| Net earnings | |||||||||||
Cash dividends declared on common shares (per share — 2024: $ | ( | ( | |||||||||
| Effect of common and treasury share transactions | |||||||||||
| Balance at September 30 | $ | $ | |||||||||
| Accumulated Other Comprehensive Income (Loss): | |||||||||||
| Balance at June 30 | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Balance at September 30 | $ | ( | $ | ( | |||||||
| Noncontrolling Interests in Subsidiaries: | |||||||||||
| Balance at June 30 | $ | $ | |||||||||
| Noncontrolling Interests’ share of income, business combinations, net of distributions and share repurchases | ( | ( | |||||||||
| Balance at September 30 | $ | $ | |||||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.
6
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Shareholders’ Investment
(Unaudited)
(in millions except shares and per share data)
| Nine Months Ended September 30 | |||||||||||
| 2024 | 2023 | ||||||||||
| Common Shares: | |||||||||||
| Balance at January 1 | |||||||||||
Shares: 2024: | $ | $ | |||||||||
| Issued under incentive stock programs | |||||||||||
Shares: 2024: | |||||||||||
| Share-based compensation | |||||||||||
| Issuance of restricted stock awards | ( | ( | |||||||||
| Balance at September 30 | |||||||||||
Shares: 2024: | $ | $ | |||||||||
| Common Shares Held in Treasury: | |||||||||||
| Balance at January 1 | |||||||||||
Shares: 2024: | $ | ( | $ | ( | |||||||
| Issued under incentive stock programs | |||||||||||
Shares: 2024: | |||||||||||
| Purchased | |||||||||||
Shares: 2024: | ( | ( | |||||||||
| Balance at September 30 | |||||||||||
Shares: 2024: | $ | ( | $ | ( | |||||||
| Earnings Employed in the Business: | |||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Net earnings | |||||||||||
Cash dividends declared on common shares (per share — 2024: $ | ( | ( | |||||||||
| Effect of common and treasury share transactions | |||||||||||
| Balance at September 30 | $ | $ | |||||||||
| Accumulated Other Comprehensive Income (Loss): | |||||||||||
| Balance at January 1 | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Balance at September 30 | $ | ( | $ | ( | |||||||
| Noncontrolling Interests in Subsidiaries: | |||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Noncontrolling Interests’ share of income, business combinations, net of distributions and share repurchases | ( | ||||||||||
| Balance at September 30 | $ | $ | |||||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.
7
Abbott Laboratories and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(dollars in millions)
| Nine Months Ended September 30 | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash Flow From (Used in) Operating Activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash from operating activities — | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Share-based compensation | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| 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 | |||||||||||
| Sales (purchases) of other investment securities, net | ( | ||||||||||
| Other | |||||||||||
| Net Cash From (Used in) Investing Activities | ( | ( | |||||||||
| Cash Flow From (Used in) Financing Activities: | |||||||||||
| Net borrowings (repayments) of short-term debt and other | ( | ( | |||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Purchases of common shares | ( | ( | |||||||||
| Proceeds from stock options exercised | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Net Cash From (Used in) Financing Activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | ( | ||||||||||
| Cash and Cash Equivalents, Beginning of Year | |||||||||||
| Cash and Cash Equivalents, End of Period | $ | $ | |||||||||
The accompanying notes to the condensed consolidated financial statements are an integral part of this statement.
8
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 1 — Basis of Presentation
The accompanying unaudited, condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, in the opinion of management, all adjustments (which include only normal adjustments) necessary to present fairly the results of operations, financial position and cash flows have been made. It is suggested that these statements be read in conjunction with the financial statements included in Abbott’s Annual Report on Form 10-K for the year ended December 31, 2023. The condensed consolidated financial statements include the accounts of the parent company and subsidiaries, after elimination of intercompany transactions.
Note 2 — New Accounting Standards
Recent Accounting Standards Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands the breadth and frequency of required segment disclosures. The guidance is required to be applied retrospectively to all periods presented in the financial statements. The standard becomes effective for Abbott for full year 2024 reporting and for interim periods beginning in the first quarter of 2025. Abbott is currently evaluating the impact of this new standard on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an entity to disclose annually additional information related to the company's income tax rate reconciliation and income taxes paid during the period. The guidance should be applied prospectively with the option to apply the standard retrospectively. The standard becomes effective for Abbott for full year 2025 reporting. Abbott is currently evaluating the impact of this new standard on its consolidated financial statements.
9
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 3 — Revenue
Abbott’s revenues are derived primarily from the sale of a broad line of health care products under short-term receivable arrangements. Abbott has four reportable segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products, and Medical Devices.
The following tables provide detail by sales category:
| Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||
| (in millions) | U.S. | Int’l | Total | U.S. | Int’l | Total | ||||||||||||||||||||||||||||||||
| Established Pharmaceutical Products — | ||||||||||||||||||||||||||||||||||||||
| Key Emerging Markets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Nutritional Products — | ||||||||||||||||||||||||||||||||||||||
| Pediatric Nutritionals | ||||||||||||||||||||||||||||||||||||||
| Adult Nutritionals | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Diagnostic Products — | ||||||||||||||||||||||||||||||||||||||
| Core Laboratory | ||||||||||||||||||||||||||||||||||||||
| Molecular | ||||||||||||||||||||||||||||||||||||||
| Point of Care | ||||||||||||||||||||||||||||||||||||||
| Rapid Diagnostics | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Medical Devices — | ||||||||||||||||||||||||||||||||||||||
| Rhythm Management | ||||||||||||||||||||||||||||||||||||||
| Electrophysiology | ||||||||||||||||||||||||||||||||||||||
| Heart Failure | ||||||||||||||||||||||||||||||||||||||
| Vascular | ||||||||||||||||||||||||||||||||||||||
| Structural Heart | ||||||||||||||||||||||||||||||||||||||
| Neuromodulation | ||||||||||||||||||||||||||||||||||||||
| Diabetes Care | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
10
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 3 — Revenue (Continued)
| Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | |||||||||||||||||||||||||||||||||||||
| (in millions) | U.S. | Int’l | Total | U.S. | Int’l | Total | ||||||||||||||||||||||||||||||||
| Established Pharmaceutical Products — | ||||||||||||||||||||||||||||||||||||||
| Key Emerging Markets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Nutritional Products — | ||||||||||||||||||||||||||||||||||||||
| Pediatric Nutritionals | ||||||||||||||||||||||||||||||||||||||
| Adult Nutritionals | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Diagnostic Products — | ||||||||||||||||||||||||||||||||||||||
| Core Laboratory | ||||||||||||||||||||||||||||||||||||||
| Molecular | ||||||||||||||||||||||||||||||||||||||
| Point of Care | ||||||||||||||||||||||||||||||||||||||
| Rapid Diagnostics | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Medical Devices — | ||||||||||||||||||||||||||||||||||||||
| Rhythm Management | ||||||||||||||||||||||||||||||||||||||
| Electrophysiology | ||||||||||||||||||||||||||||||||||||||
| Heart Failure | ||||||||||||||||||||||||||||||||||||||
| Vascular | ||||||||||||||||||||||||||||||||||||||
| Structural Heart | ||||||||||||||||||||||||||||||||||||||
| Neuromodulation | ||||||||||||||||||||||||||||||||||||||
| Diabetes Care | ||||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Products sold by the Diagnostics segment include various types of diagnostic tests to detect the COVID-19 coronavirus. In the third quarter of 2024 and 2023, COVID-19 testing-related sales totaled $265 million and $305 million, respectively. In the first nine months of 2024 and 2023, Abbott’s COVID-19 testing-related sales totaled $571 million and $1.3 billion, respectively.
Remaining Performance Obligations
As of September 30, 2024, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) was approximately $5.3 billion in the Diagnostics segment and approximately $466 million in the Medical Devices segment. Abbott expects to recognize revenue on approximately 55 percent of these remaining performance obligations over the next 24 months, approximately 17 percent over the subsequent 12 months and the remainder thereafter.
11
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 3 — Revenue (Continued)
These performance obligations primarily reflect the future sale of reagents/consumables in contracts with minimum purchase obligations, extended warranty or service obligations related to previously sold equipment, and remote monitoring services related to previously implanted devices. Abbott has applied the practical expedient described in FASB Accounting Standards Codification (ASC) 606-10-50-14 and has not included remaining performance obligations related to contracts with original expected durations of one year or less in the amounts above.
Other Contract Assets and Liabilities
Abbott discloses Trade receivables separately in the Condensed Consolidated Balance Sheet at the net amount expected to be collected. Contract assets primarily relate to Abbott’s conditional right to consideration for work completed but not billed at the reporting date. Contract assets at the beginning and the end of the period, as well as the changes in the balance, were not significant.
Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. Abbott’s contract liabilities arise primarily in the Medical Devices reportable segment when payment is received upfront for various multi-period extended service arrangements.
Changes in the contract liabilities during the period are as follows:
| (in millions) | ||||||||
| Contract Liabilities: | ||||||||
| Balance at December 31, 2023 | $ | |||||||
| Unearned revenue from cash received during the period | ||||||||
| Revenue recognized related to contract liability balance | ( | |||||||
| Balance at September 30, 2024 | $ | |||||||
Note 4 — Supplemental Financial Information
Shares of unvested restricted stock that contain non-forfeitable rights to dividends are treated as participating securities and are included in the computation of earnings per share under the two-class method. Under the two-class method, net earnings are allocated between common shares and participating securities. Net earnings allocated to common shares for the three months ended September 30, 2024 and 2023 were $1.640 billion and $1.431 billion, respectively, and for the nine months ended September 30, 2024 and 2023 were $4.156 billion and $4.113 billion, respectively.
In the second quarter of 2024, Abbott sold a non-core business related to its Established Pharmaceutical Products segment. Abbott recorded a loss of approximately $143 million on the sale in Other (income) expense, net in its Condensed Consolidated Statement of Earnings. Net assets which primarily related to inventory and net property and equipment and had a carrying value of $28 million were included in the sale. The loss on the sale also included $116 million of cumulative foreign currency translation adjustment previously recorded in Accumulated other comprehensive income (loss).
Other, net in Net cash from operating activities in the Condensed Consolidated Statement of Cash Flows for the first nine months of 2024 includes $298 million of pension contributions and the payment of cash taxes of approximately $1.181 billion. The first nine months of 2023 included $302 million of pension contributions and the payment of cash taxes of approximately $1.180 billion.
12
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 4 — Supplemental Financial Information (Continued)
The following summarizes the activity for the first nine months of 2024 related to the allowance for doubtful accounts as of September 30, 2024:
| (in millions) | ||||||||
| Allowance for Doubtful Accounts: | ||||||||
| Balance at December 31, 2023 | $ | |||||||
| Provisions/charges to income | ||||||||
| Amounts charged off and other deductions | ( | |||||||
| Balance at September 30, 2024 | $ | |||||||
The allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of the accounts receivable. Abbott considers various factors in establishing, monitoring, and adjusting its allowance for doubtful accounts, including the aging of the accounts and aging trends, the historical level of charge-offs, and specific exposures related to particular customers. Abbott also monitors other risk factors and forward-looking information, such as country risk, when determining credit limits for customers and establishing adequate allowances.
The components of long-term investments as of September 30, 2024 and December 31, 2023 are as follows:
| (in millions) | September 30, 2024 | December 31, 2023 | ||||||||||||
| Long-term Investments: | ||||||||||||||
| Equity securities | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
The increase in Abbott’s long-term investments as of September 30, 2024 versus the balance as of December 31, 2023 primarily relates to additional investments and earnings from equity method investments, partially offset by the impairment of certain securities.
Abbott’s equity securities as of September 30, 2024 include $323 million of investments in mutual funds that are held in a rabbi trust. These investments, which are specifically designated as available for the purpose of paying benefits under a deferred compensation plan, are not available for general corporate purposes and are subject to creditor claims in the event of insolvency.
Abbott also holds certain investments as of September 30, 2024 with a carrying value of $170 million that are accounted for under the equity method of accounting and other equity investments with a carrying value of approximately $70 million that do not have a readily determinable fair value.
13
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 5 — Changes In Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss), net of income taxes, are as follows:
| Three Months Ended September 30 | ||||||||||||||||||||||||||||||||||||||
| Cumulative Foreign Currency Translation (Loss) Adjustments | Net Actuarial (Losses) and Prior Service (Costs) and Credits | Cumulative Gains (Losses) on Derivative Instruments Designated as Cash Flow Hedges | ||||||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Balance at June 30 | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net current period comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Nine Months Ended September 30 | ||||||||||||||||||||||||||||||||||||||
| Cumulative Foreign Currency Translation (Loss) Adjustments | Net Actuarial (Losses) and Prior Service (Costs) and Credits | Cumulative Gains (Losses) on Derivative Instruments Designated as Cash Flow Hedges | ||||||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Balance at January 1 | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net current period comprehensive income (loss) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
Reclassified amounts for cash flow hedges are recorded as Cost of products sold. Net actuarial losses and prior service cost are included as a component of net periodic benefit costs; see Note 13 — Post-Employment Benefits for additional details.
14
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 6 — Business Acquisitions
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 Cardiovascular Systems, Inc. (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.
Note 7 — Goodwill and Intangible Assets
The total amount of goodwill reported was $23.7 2.7 billion for the Established Pharmaceutical Products segment, $285 million for the Nutritional Products segment, $3.6 billion for the Diagnostic Products segment, and $17.1 billion for the Medical Devices segment. Foreign currency translation adjustments increased goodwill by approximately $18 million in the first nine months of 2024. Goodwill decreased $39 million due to the finalization of purchase accounting for business acquisitions. There were no reductions of goodwill relating to impairments in the first nine months of 2024.
The gross amount of amortizable intangible assets, primarily product rights and technology, was $27.7 21.1 billion and $19.7 billion as of September 30, 2024 and December 31, 2023, respectively. In the first nine months of 2024, intangible assets decreased $9 million due to foreign currency translation and $51 million due to impairment charges recorded on the Cost of products sold line of the Condensed Consolidated Statement of Earnings, primarily related to the Medical Devices reportable segment. Abbott’s estimated annual amortization expense for intangible assets is approximately $1.9 billion in 2024, $1.7 billion in 2025, $1.6 billion in 2026, $1.3 billion in 2027 and $0.7 billion in 2028.
Indefinite-lived intangible assets, which relate to in-process research and development (IPR&D) acquired in a business combination, were approximately $798 million as of September 30, 2024 and $787 million as of December 31, 2023. IPR&D increased $35 million due to the finalization of purchase accounting related to a business acquisition. This increase was partially offset by $25 million of charges recorded on the Research and development line of the Condensed Consolidated Statement of Earnings for the impairment of an indefinite-lived intangible asset related to the Medical Devices reportable segment.
15
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 8 — Restructuring Plans
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.
In 2023 and 2022, Abbott management approved plans to restructure or streamline various operations in order to reduce costs in its medical devices, diagnostic, nutritional and established pharmaceutical businesses. The following summarizes the activity related to these restructuring actions and the status of the related accruals as of September 30, 2024:
| (in millions) | Total | |||||||
| Accrued balance at December 31, 2023 | $ | |||||||
| Payments and other adjustments | ( | |||||||
| Accrued balance at September 30, 2024 | $ | |||||||
Note 9 — Incentive Stock Programs
In the first nine months of 2024, Abbott granted 1,683,097 stock options, 404,597 restricted stock awards and 5,308,735 restricted stock units under its incentive stock program. At September 30, 2024, approximately 61 million shares were reserved for future grants. Information regarding the number of options outstanding and exercisable at September 30, 2024 is as follows:
| Outstanding | Exercisable | |||||||||||||
| Number of shares | ||||||||||||||
Weighted average remaining life (years) | ||||||||||||||
| Weighted average exercise price | $ | $ | ||||||||||||
Aggregate intrinsic value (in millions) | $ | $ | ||||||||||||
The total unrecognized share-based compensation cost at September 30, 2024 amounted to approximately $567 million, which is expected to be recognized over the next three years .
Note 10 — Debt and Lines of Credit
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.
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.
16
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 10 — Debt and Lines of Credit (Continued)
Note 11 — Financial Instruments, Derivatives and Fair Value Measures
Certain Abbott foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates, primarily for anticipated intercompany purchases by those subsidiaries whose functional currencies are not the U.S. dollar. These contracts, with gross notional amounts totaling $7.1 billion at September 30, 2024 and $7.3 billion at December 31, 2023, 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 September 30, 2024 will be included in Cost of products sold at the time the products are sold, generally through the next to eighteen months .
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 other European currencies. For intercompany and trade payables and receivables, the currency exposures are primarily the U.S. dollar and European currencies. At September 30, 2024 and December 31, 2023, Abbott held the gross notional amounts of $13.8
Abbott has designated a yen-denominated, 5 646 million and $419 million as of September 30, 2024 and December 31, 2023, respectively, as a hedge of the net investment in certain foreign subsidiaries. The change in the value of the debt is due to the net incremental borrowing of $201 million discussed in Note 10 — Debt and Lines of Credit, as well as changes in foreign exchange rates, recorded in Accumulated other comprehensive income (loss), net of tax.
Abbott is a party to interest rate hedge contracts with a notional amount totaling approximately $2.2
17
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
The following table summarizes the amounts and location of certain derivative and non-derivative financial instruments as of September 30, 2024 and December 31, 2023:
| Fair Value - Assets | Fair Value - Liabilities | |||||||||||||||||||||||||||||||||||||
| (in millions) | September 30, 2024 | December 31, 2023 | Balance Sheet Caption | September 30, 2024 | December 31, 2023 | Balance Sheet Caption | ||||||||||||||||||||||||||||||||
| Interest rate swaps designated as fair value hedges: | ||||||||||||||||||||||||||||||||||||||
| Non-current | $ | $ | Deferred income taxes and other assets | $ | $ | Post-employment obligations, deferred income taxes and other long-term liabilities | ||||||||||||||||||||||||||||||||
| Current | Prepaid expenses and other receivables | Other accrued liabilities | ||||||||||||||||||||||||||||||||||||
| Foreign currency forward exchange contracts: | ||||||||||||||||||||||||||||||||||||||
| Hedging instruments | Prepaid expenses and other receivables | Other accrued liabilities | ||||||||||||||||||||||||||||||||||||
| Others not designated as hedges | Prepaid expenses and other receivables | Other accrued liabilities | ||||||||||||||||||||||||||||||||||||
| Debt designated as a hedge of net investment in a foreign subsidiary | — | — | n/a | Long-term debt | ||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
18
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
The following table summarizes the activity for foreign currency forward exchange contracts designated as cash flow hedges and certain other derivative financial instruments, as well as the amounts and location of income (expense) and gain (loss) reclassified into income for the three and nine months ended September 30, 2024 and 2023.
| Gain (loss) Recognized in Other Comprehensive Income (loss) | Income (expense) and Gain (loss) Reclassified into Income | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | Income Statement Caption | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward exchange contracts designated as cash flow hedges | $ | ( | $ | $ | $ | $ | $ | $ | $ | Cost of products sold | ||||||||||||||||||||||||||||||||||||||||||||||
| Debt designated as a hedge of net investment in a foreign subsidiary | ( | ( | — | — | — | — | n/a | |||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps designated as fair value hedges | n/a | n/a | n/a | n/a | ( | ( | Interest expense | |||||||||||||||||||||||||||||||||||||||||||||||||
Losses of $89 million and gains of $60 million were recognized in the three months ended September 30, 2024 and 2023, respectively, related to foreign currency forward exchange contracts not designated as a hedge. A gain of $46 million and a loss of $4 million were recognized in the nine months ended September 30, 2024 and 2023, respectively, related to foreign currency forward exchange contracts not designated as a hedge. These amounts are reported in the Condensed Consolidated Statement of Earnings on the Net foreign exchange (gain) loss line.
The carrying values and fair values of certain financial instruments as of September 30, 2024 and December 31, 2023 are shown in the following table. The carrying values of all other financial instruments approximate their estimated fair values. The counterparties to financial instruments consist of select major international financial institutions. Abbott does not expect any losses from non-performance by these counterparties.
| September 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||
| (in millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Long-term Investment Securities: | ||||||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | ||||||||||||||||||||||
| 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.
19
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 11 — Financial Instruments, Derivatives and Fair Value Measures (Continued)
The following table summarizes the bases used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet:
| Basis of Fair Value Measurement | ||||||||||||||||||||||||||
| (in millions) | Outstanding Balances | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
| September 30, 2024: | ||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2023: | ||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | ||||||||||||||||||||||
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 $40 million and a $13 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 $115 million, which is dependent upon attaining certain sales thresholds or upon the occurrence of certain events, such as regulatory approvals.
20
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 12 — Litigation and Environmental Matters
Abbott has been identified as a potentially responsible party for investigation and cleanup costs at a number of locations in the United States and Puerto Rico under federal and state remediation laws and is investigating potential contamination at a number of company-owned locations. Abbott has recorded an estimated cleanup cost for each site for which management believes Abbott has a probable loss exposure. No individual site cleanup exposure is expected to exceed $4 million, and the aggregate cleanup exposure is not expected to exceed $10 million.
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 $495 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, no 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 $30 million to $40 million. The recorded accrual balance at September 30, 2024 for these proceedings and exposures was approximately $35 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.
Note 13 — Post-Employment Benefits
Retirement plans consist of defined benefit, defined contribution, and medical and dental plans. Net periodic benefit costs, other than service costs, are recognized in the Other (income) expense, net line of the Condensed Consolidated Statement of Earnings. Net costs recognized for the three and nine months ended September 30 for Abbott’s major defined benefit plans and post-employment medical and dental benefit plans are as follows:
| Defined Benefit Plans | Medical and Dental Plans | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||
| Service cost - benefits earned during the period | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Interest cost on projected benefit obligations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Curtailment gain | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net amortization of: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Actuarial loss, net | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior service cost (credit) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net cost (credit) | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
21
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 13 — Post-Employment Benefits (Continued)
Abbott funds its domestic defined benefit plans according to Internal Revenue Service funding limitations. International pension plans are funded according to similar regulations. In the first nine months of 2024 and 2023, $298 million and $302 million, respectively, were contributed to defined benefit plans. In the first nine months of 2024 and 2023, $28
Note 14 — Taxes on Earnings
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.
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.
22
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 14 — Taxes on Earnings (continued)
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.
Note 15 — Segment Information
Abbott’s principal business is the discovery, development, manufacture and sale of a broad line of health care products. Abbott’s products are generally sold directly to retailers, wholesalers, hospitals, health care facilities, laboratories, physicians’ offices and government agencies throughout the world.
Abbott’s reportable segments are as follows:
Established Pharmaceutical Products — International sales of a broad line of branded generic pharmaceutical products.
Nutritional Products — Worldwide sales of a broad line of adult and pediatric nutritional products.
Diagnostic Products — Worldwide sales of diagnostic systems and tests for blood banks, hospitals, commercial laboratories and alternate-care testing sites. For segment reporting purposes, the Core Laboratory Diagnostics, Rapid Diagnostics, Molecular Diagnostics and Point of Care Diagnostics businesses are aggregated and reported as the Diagnostic Products segment.
Medical Devices — Worldwide sales of rhythm management, electrophysiology, heart failure, vascular, structural heart, neuromodulation and diabetes care products. For segment reporting purposes, the Cardiac Rhythm Management, Electrophysiology, Heart Failure, Vascular, Structural Heart, Neuromodulation and Diabetes Care divisions are aggregated and reported as the Medical Devices segment.
Abbott’s underlying accounting records are maintained on a legal entity basis for government and public reporting requirements. Segment disclosures are on a performance basis consistent with internal management reporting. Intersegment transfers of inventory are recorded at standard cost and are not a measure of segment operating earnings. The cost of some corporate functions and the cost of certain employee benefits are charged to segments at predetermined rates that approximate cost. Remaining costs, if any, are not allocated to segments. In addition, intangible asset amortization is not allocated to operating segments, and intangible assets and goodwill are not included in the measure of each segment’s assets.
23
Abbott Laboratories and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
September 30, 2024
(Unaudited)
Note 15 — Segment Information (Continued)
The following segment information has been prepared in accordance with the internal accounting policies of Abbott, as described above, and is not presented in accordance with generally accepted accounting principles applied to the consolidated financial statements.
| Net Sales to External Customers | Operating Earnings | |||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||
| Established Pharmaceutical Products | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Nutritional Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Diagnostic Products | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical Devices | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Reportable Segments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Corporate functions and benefit plan costs | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation (a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other, net (b) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Earnings before taxes | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
______________________________________
| (a) | Approximately | ||||
| (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. | ||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Financial Review — Results of Operations
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.
The following tables detail sales by reportable segment for the three and nine months ended September 30. Percent changes are versus the prior year and are based on unrounded numbers.
| 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 | |||||||||||||||||||||||||
| 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 | |||||
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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.
The table below provides detail by sales category for the nine months ended September 30. Percent changes are versus the prior year and are based on unrounded numbers.
| (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 | |||||||||||||||||||||||||||
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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.
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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.
Restructuring Plans
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) Expense, net
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.
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Interest Expense, net
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
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.
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.
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.
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Liquidity and Capital Resources
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.
At September 30, 2024, 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.
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.
On September 27, 2023, Abbott repaid the €1.14 billion outstanding principal amount of its 0.875% Notes upon maturity. The repayment equated to approximately $1.2 billion. In September 2023, Abbott repaid approximately $197 million of debt assumed as part of a recent business acquisition.
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.
In each of the first three quarters of 2024, Abbott declared a quarterly dividend of $0.55 per share on its common shares, which represents an increase of 7.8 percent over the $0.51 per share dividend declared in each of the first three quarters of 2023.
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Business Acquisitions
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.
Legislative Issues
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.
Private Securities Litigation Reform Act of 1995 — A Caution Concerning Forward-Looking Statements
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.
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PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
(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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)Issuer Purchases of Equity Securities
| 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) | |||||||||||||||||||||
______________________________________
1.These shares do not include the shares surrendered to Abbott to satisfy tax withholding obligations in connection with the vesting of restricted stock or restricted stock units.
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.
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Item 6. Exhibits
| Exhibit No. | Exhibit | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 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 | ||||||||
| 32.2 | ||||||||
| 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). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ABBOTT LABORATORIES | ||||||||
| By: | /s/ PHILIP P. BOUDREAU | |||||||
| Philip P. Boudreau | ||||||||
| Executive Vice President, Finance and Chief Financial Officer | ||||||||
| Date: October 31, 2024 | ||||||||
35
Exhibit 31.1
Certification of Chief Executive Officer
Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))
I, Robert B. Ford, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Abbott Laboratories;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Abbott as of, and for, the periods presented in this report;
4.Abbott’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Abbott and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Abbott, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of Abbott’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in Abbott’s internal control over financial reporting that occurred during Abbott’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Abbott’s internal control over financial reporting; and
5.Abbott’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Abbott’s auditors and the audit committee of Abbott’s board of directors:
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Abbott’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Abbott’s internal control over financial reporting.
| Date: October 31, 2024 | /s/ ROBERT B. FORD | ||||
| Robert B. Ford | |||||
| Chairman of the Board and Chief Executive Officer | |||||
Exhibit 31.2
Certification of Chief Financial Officer
Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))
I, Philip P. Boudreau, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Abbott Laboratories;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Abbott as of, and for, the periods presented in this report;
4.Abbott’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Abbott and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Abbott, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of Abbott’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in Abbott’s internal control over financial reporting that occurred during Abbott’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Abbott’s internal control over financial reporting; and
5.Abbott’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Abbott’s auditors and the audit committee of Abbott’s board of directors:
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Abbott’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in Abbott’s internal control over financial reporting.
| Date: October 31, 2024 | /s/ PHILIP P. BOUDREAU | ||||
| Philip P. Boudreau | |||||
| Executive Vice President, Finance and Chief Financial Officer | |||||
Exhibit 32.1
Certification Pursuant To
18 U.S.C. Section 1350
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Abbott Laboratories (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Robert B. Ford, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ ROBERT B. FORD | |||||
| Robert B. Ford | |||||
| Chairman of the Board and Chief Executive Officer | |||||
| October 31, 2024 | |||||
A signed original of this written statement required by Section 906 has been provided to Abbott Laboratories and will be retained by Abbott Laboratories and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant To
18 U.S.C. Section 1350
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Abbott Laboratories (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Philip B. Boudreau, Executive Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ PHILIP P. BOUDREAU | |||||
| Philip P. Boudreau | |||||
| Executive Vice President, Finance and Chief Financial Officer | |||||
| October 31, 2024 | |||||
A signed original of this written statement required by Section 906 has been provided to Abbott Laboratories and will be retained by Abbott Laboratories and furnished to the Securities and Exchange Commission or its staff upon request.