Abbott Laboratories (ABT) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A26 rewritten15 added1 removed143 unchanged
All filing items975 rewritten403 added586 removed1,660 unchanged
Summary
counted, not written
- Item 1A lists 18 risk factor headings: 2 new, 0 reworded and 16 unchanged since FY2019. 0 headings from FY2019 no longer appear.
- Sentence by sentence, 403 added, 586 removed, 975 rewritten and 1,660 unchanged across 18 items that differ.
- Not in this year's filing: Item 6. SELECTED FINANCIAL DATA.
New Item 1A headings (2)
- The manufacture of many of Abbott’s products is a highly exacting and complex process, and if Abbott or one of its suppliers encounters problems manufacturing products, Abbott’s business could suffer.
- Abbott is subject to risks related to public health crises, such as widespread outbreaks of infectious diseases like the COVID-19 pandemic.
Removed Item 1A headings (0)
Every FY2019 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
26 rewritten, 15 added, 1 removed, 143 unchanged
[removed: *Abbott] [added: Abbott] is subject to cost containment efforts that could cause a reduction in future revenues and operating [removed: income.*][added: income.]
[removed: *Abbott] [added: Abbott] is subject to numerous governmental regulations and it can be costly to comply with these regulations and to develop compliant products and [removed: processes.*][added: processes.]
[removed: *Laws] [added: Laws] and regulations affecting government benefit programs could impose new obligations on Abbott, require Abbott to change its business practices, and restrict its operations in the [removed: future.*][added: future.]
[removed: *Changes] [added: Changes] in the health care regulatory environment may adversely affect Abbott’s [removed: business.*][added: business.]
Both in the U.S. and internationally, government authorities may enact changes in regulatory requirements, make legislative or administrative reforms to existing reimbursement programs, make adverse decisions relating to [removed: our] [added: Abbott’s] products’ coverage or reimbursement, or make changes to patient access to health care, all of which could adversely impact the demand for and usage of Abbott’s products or the prices that Abbott’s customers are willing to pay for them.
Further, in the U.S., a number of the provisions of the [removed: U.S. Patient Protection and] Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 address access to health care products and services.
These provisions may be modified, [added: expanded,] repealed, or otherwise invalidated, in whole or in part.
A significant attack or other disruption could result in adverse consequences, including increased costs and expenses, [added: manufacturing challenges or disruption,] problems with product functionality, damage to customer relations, lost revenue, and legal or regulatory penalties.
Any significant [added: breach,] attack or other disruption [removed: on] [added: involving] Abbott’s systems or products could have a material adverse effect on Abbott’s business.
As of December 31, [removed: 2019,] [added: 2020,] Abbott's consolidated indebtedness was approximately [removed: $18] [added: $18.7] billion.
[removed: *The] [added: The] expiration or loss of patent protection and licenses may affect Abbott’s future revenues and operating [removed: income.*][added: income.]
[removed: *Competitors’] [added: Competitors’] intellectual property may prevent Abbott from selling its products or have a material adverse effect on Abbott’s future profitability and financial [removed: condition.*][added: condition.]
Abbott cannot state with certainty when or whether any of its products under [added: development will be launched, whether it will be able to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful.]
[removed: *New] [added: New] products and technological advances by Abbott’s competitors may negatively affect Abbott’s results of [removed: operations.*][added: operations.]
Abbott’s products face intense competition from [removed: its competitors’] [added: competitive] products.
[removed: The] [added: The] manufacture of many of Abbott’s products is a highly exacting and complex process, and if Abbott or one of its suppliers encounters problems manufacturing products, Abbott’s business could [removed: suffer.][added: suffer.]
[removed: *Significant] [added: Significant] safety concerns could arise for Abbott’s products, which could have a material adverse effect on Abbott’s revenues and financial [removed: condition.*][added: condition.]
In addition, in the ordinary course of business, Abbott is the subject of product liability claims and lawsuits alleging that its products or the products of other companies that Abbott promotes have resulted or could result in an unsafe condition [removed: for] [added: for,] or injury [removed: to] [added: to,] patients.
[removed: *Fluctuation] [added: Fluctuation] in foreign currency exchange rates may adversely affect our financial statements and Abbott’s ability to realize projected sales and [removed: earnings.*][added: earnings.]
Sales outside of the United States in [removed: 2019] [added: 2020] made up approximately [removed: 64] [added: 62] percent of Abbott’s net sales.
A discussion of the steps taken to mitigate the impact of foreign exchange is contained in Item 7A, Quantitative and Qualitative Disclosures about Market Risk in Abbott’s [removed: 2019] [added: 2020] Form 10-K.
Information on Abbott’s hedging arrangements is contained in Note [removed: 13] [added: 12] to the consolidated financial statements in this report.
[removed: *Deterioration] [added: Deterioration] in the economic condition and credit quality of certain countries may negatively affect Abbott’s results of [removed: operations.*][added: operations.]
[removed: *The] [added: The] international nature of Abbott’s business subjects it to additional business risks that may cause its revenue and profitability to [removed: decline.*][added: decline.]
| | ● | changes in or interpretations of laws and regulations, including changes in accounting standards, taxation requirements, product marketing application standards, product [removed: labeling,] [added: labeling standards,] source and use laws, and environmental laws; |
| | ● | changes in business, economic, and political conditions, including: war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; global climate, extreme weather and natural disasters; [removed: widespread outbreaks of infectious diseases;] the cost and availability of insurance due to any of the foregoing events; labor disputes, strikes, slow-downs, or other forms of labor or union activity; and pressure from third-party interest groups; |
Business and Operational Risks
Similarly, there can be no assurance that third party information technology providers with whom Abbott contracts will not suffer a significant attack or disruption that impacts customers like Abbott.
Legal and Regulatory Risks
Economic and Industry Risks
Abbott is subject to risks related to public health crises, such as widespread outbreaks of infectious diseases like the COVID-19 pandemic.
As a global healthcare company, public health crises, such as the widespread outbreaks of infectious diseases like the COVID-19 pandemic, may negatively impact Abbott's operations.
Health concerns and significant changes in political or economic conditions caused by such outbreaks can cause significant reductions in demand for routine diagnostic testing and medical device procedures or increased difficulty in serving customers, disrupt manufacturing and supply chains, and negatively affect our operations as well as the operations of our suppliers, distributors and other third-party partners.
Furthermore, such widespread outbreaks may impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates.
With regard to the COVID-19 pandemic, the FDA issued Emergency Use Authorizations (EUAs) for several COVID-19 related products in 2020, including Abbott diagnostic tests.
EUAs are authorized for the duration of the COVID-19 public health emergency unless sooner terminated or revoked.
Abbott is actively pursuing the FDA’s customary regulatory approval process for these diagnostic tests which has uncertainty as discussed in “_Abbott is subject to numerous governmental regulations and it can be costly to comply with these regulations and to develop compliant products and processes._” in “Legal and Regulatory Risks” under “Item 1A.
Risk Factors.”
Due to the unpredictability of the duration and impact of the current COVID-19 pandemic, the extent to which the COVID-19 pandemic will have a material effect on Abbott’s business, financial condition or results of operations is uncertain.
A more detailed discussion on the impact of the COVID-19 pandemic on Abbott’s business is contained in the “Financial Review” section in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.
Sales outside of the United States in 2020 made up approximately 62 percent of Abbott’s net sales.
development will be launched, whether it will be able to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
144 rewritten, 158 added, 212 removed, 276 unchanged
Sales in international markets comprise approximately [removed: 64] [added: 62] percent of consolidated net sales.
Sales in emerging markets, which represent approximately [removed: 40] [added: 37] percent of total company sales, increased [removed: 8.2] [added: 2.0] percent in [removed: 2019] [added: 2020] and [removed: 12.3] [added: 8.2] percent in [removed: 2018,] [added: 2019,] excluding the impact of foreign exchange.
[removed: A] [added: In addition, a] reduction in the costs associated with [removed: the recent] business acquisitions [removed: also] [added: and restructuring activities] drove [removed: the] [added: an] improvement in operating margins from [removed: 2017] [added: 2018] to [removed: 2019.][added: 2020.]
Excluding the [removed: impact] [added: effect] of foreign exchange, [removed: sales in the] [added: total] Medical Devices [removed: segment] [added: sales decreased 3.8 percent and] increased 10.5 percent in [removed: 2019] [added: 2020] and [removed: 9.0 percent in 2018.][added: 2019, respectively.]
In [removed: 2019,] [added: 2020,] operating earnings for [removed: this] [added: the Diagnostics] segment increased [removed: 7.7] [added: 94.8] percent.
In [removed: 2019,] [added: 2020, key product approvals] in the Medical Devices [removed: segment, product approvals from the U.S. Food and Drug Administration (FDA)] [added: segment] included:
[removed: In January 2020, Abbott received] [added: | | ● |] CE Mark [removed: approval in Europe] for [removed: its Tendyne] [added: Abbott’s Tendyne™] Transcatheter Mitral Valve Implantation system for the treatment of significant [removed: MR] [added: mitral regurgitation (MR)] in patients requiring a heart valve replacement who are not candidates for open-heart surgery or transcatheter mitral valve [removed: repair.][added: repair, |]
[removed: In Abbott’s worldwide diagnostics business, sales growth over the last three years reflected the acquisition of Alere] [added: Growth] in [removed: October 2017, as well as] [added: 2019 reflected] continued market penetration by the core laboratory business in the U.S. and internationally.
[removed: Worldwide diagnostic] [added: In Abbott’s worldwide diagnostics business,] sales increased [removed: 5.9] [added: 40.6] percent in [removed: 2019] [added: 2020] and [removed: 33.6] [added: 5.9] percent in [removed: 2018,] [added: 2019,] excluding the impact of foreign exchange.
The 2019 [removed: and 2018] growth [removed: includes] [added: included] the continued adoption by customers of [removed: Alinity®,] [added: Alinity,] which is Abbott’s integrated family of next-generation diagnostic systems and solutions that are designed to increase efficiency by running more tests in less space, generating test results faster and minimizing human errors while continuing to provide quality results.
Abbott has regulatory approvals in the U.S., Europe, China, and other markets for the “Alinity c” and “Alinity i” instruments and [removed: multiple assays] [added: has continued to build out its test menu] for clinical chemistry and immunoassay [removed: diagnostics, respectively.][added: diagnostics.]
[removed: In 2019,] Abbott [removed: continued the roll-out] [added: has also obtained regulatory approvals] in [added: the U.S. and] Europe [removed: of its] [added: for the] “Alinity s” [removed: blood and plasma screening system] [added: (blood screening)] and [removed: received U.S. FDA approval for] “Alinity [removed: s”] [added: m” (molecular) instruments] and several testing assays.
In [removed: 2019,] [added: 2020,] operating earnings for the [removed: Diagnostics] [added: Medical Devices] segment [removed: increased 2.3] [added: decreased 19.4] percent.
In Abbott’s worldwide nutritional products business, sales over the last three years were positively impacted by numerous new product introductions, including the [removed: roll-out] [added: roll-outs] of [removed: HMO] [added: human milk oligosaccharide, or HMO,] in infant [removed: formula,] [added: formula and of high-protein Ensure®,] that leveraged Abbott’s strong brands.
[removed: In 2019, excluding the impact of foreign exchange, total adult nutrition] [added: The 2019] sales [removed: increased 6.6 percent led by the continued] growth [removed: of Ensure®, Abbott’s market-leading complete and balanced nutrition brand, and Glucerna®, Abbott’s market-leading diabetes-specific nutrition brand, across several countries,] [added: was] partially offset by the unfavorable impact of the discontinuation of a non-core product line in the U.S. [removed: In 2019, excluding] [added: Excluding] the impact of foreign exchange, total pediatric nutrition sales increased [added: 0.3 percent in 2020 and] 3.4 percent [added: in 2019] driven by the PediaSure® and Pedialyte® brands in the U.S. as well as infant and toddler product growth across several markets in Asia and Latin America, partially offset by challenging [removed: conditions] [added: market dynamics] in the [added: infant category in] Greater [removed: China market.][added: China.]
Excluding the impact of foreign exchange, Established Pharmaceutical sales increased [removed: 7.3] [added: 1.9] percent in [removed: 2019] [added: 2020] and [removed: 7.0] [added: 7.3] percent in [removed: 2018.][added: 2019.]
The sales [removed: increase] [added: increases] in [added: 2020 and] 2019 [removed: was driven by growth] [added: reflect higher sales] in several geographies including [added: India,] China, [removed: Brazil, Russia] [added: Brazil] and [removed: India.][added: Russia.]
Abbott declared dividends of [removed: $1.32] [added: $1.53] per share in [removed: 2019] [added: 2020] compared to [removed: $1.16] [added: $1.32] per share in [removed: 2018,] [added: 2019,] an increase of approximately [removed: 14] [added: 16] percent.
Dividends paid totaled [removed: $2.270] [added: $2.560] billion in [removed: 2019] [added: 2020] compared to [removed: $1.974] [added: $2.270] billion in [removed: 2018.][added: 2019.]
In December [removed: 2019,] [added: 2020,] Abbott increased the company’s quarterly dividend by [removed: approximately 12.5] [added: 25] percent to [removed: $0.36] [added: $0.45] per share from [removed: $0.32] [added: $0.36] per share, effective with the dividend paid in February [removed: 2020.][added: 2021.]
In [removed: 2020,] [added: 2021,] Abbott will focus on continuing to [added: meet the demand for COVID-19 tests and will continue to] invest in product development areas that provide the opportunity for strong sustainable growth over the next several years.
In its nutritionals business, Abbott will continue to focus on driving growth globally and further enhancing its portfolio with the introduction of [removed: several new] [added: line extensions of its] science-based products.
_Sales Rebates_ — In [removed: 2019,] [added: 2020,] approximately [removed: 44] [added: 41] percent of Abbott’s consolidated gross revenues were subject to various forms of rebates and allowances that Abbott recorded as reductions of revenues at the time of sale.
Most of these rebates and allowances in [removed: 2019] [added: 2020] are in the Nutritional Products and Diabetes Care businesses.
Rebates and chargebacks charged against gross sales in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] amounted to approximately [removed: $3.1] [added: $3.3] billion, [removed: $3.0] [added: $3.1] billion and [removed: $2.8] [added: $3.0] billion, respectively, or [removed: 19.1] [added: 20.1] percent, [removed: 19.0] [added: 19.1] percent and [removed: 20.5] [added: 19.0] percent of gross sales, respectively, based on gross sales of approximately [removed: $16.3] [added: $16.6] billion, [removed: $16.0] [added: $16.3] billion and [removed: $13.9] [added: $16.0] billion, respectively, subject to rebate.
A one-percentage point increase in the percentage of rebates to related gross sales would decrease net sales by approximately [removed: $163] [added: $166] million in [removed: 2019.][added: 2020.]
Other allowances charged against gross sales were approximately [removed: $169] [added: $207] million, [removed: $175] [added: $169] million and [removed: $166] [added: $175] million for cash discounts in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively, and [removed: $192] [added: $232] million, [removed: $191] [added: $192] million and [removed: $204] [added: $191] million for returns in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.
At December 31, [removed: 2019,] [added: 2020,] Abbott had WIC business in [removed: 26] [added: 27] states.
In the U.S., Abbott’s federal income tax returns through 2016 are [removed: settled except for the federal income tax returns of the former Alere consolidated group which are settled through 2015 and the former St. Jude Medical consolidated group which are settled through 2013.][added: settled.]
At December 31, [removed: 2019,] [added: 2020,] pretax net actuarial losses and prior service costs and (credits) recognized in Accumulated other comprehensive income (loss) [added: were net losses of $4.6 billion] for Abbott’s defined benefit plans and [removed: medical and dental plans were] [added: net] losses of [removed: $4.1 billion] [added: $419 million for Abbott’s medical] and [removed: $434 million, respectively.][added: dental plans.]
At December 31, [removed: 2019,] [added: 2020,] goodwill amounted to [removed: $23.2] [added: $23.7] billion and net intangibles amounted to [removed: $17.0] [added: $14.8] billion.
Amortization expense in continuing operations for intangible assets amounted to [removed: $1.9] [added: $2.1] billion in [removed: 2019, $2.2] [added: 2020, $1.9] billion in [removed: 2018] [added: 2019] and [removed: $2.0] [added: $2.2] billion in [removed: 2017.][added: 2018.]
There was no [removed: significant] reduction of goodwill relating to impairments in [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]
Abbott estimates the range of possible loss to be from approximately [removed: $95] [added: $90] million to [removed: $130] [added: $120] million for its legal proceedings and environmental exposures.
Accruals of approximately [removed: $110] [added: $105] million have been recorded at December 31, [removed: 2019] [added: 2020] for these proceedings and exposures.
| | | | [removed: ] [added: ] | Components of % Change | | | | | [removed: | |]
| | | Total | | [removed: Acquisitions/ | |] | | | | |
| | [removed: ] | % Change | | [removed: Divestitures | |] Price | [removed: ] | Volume | [removed: ] | Exchange |
| Total Net Sales | | | | | | | | | [removed: | |]
| 2019 vs. 2018 | | 4.3 | | [removed: — | |] 0.2 | | 7.3 | | (3.2) |
In 2020, the coronavirus (COVID-19) pandemic affected Abbott’s diversified health care businesses in various ways.
As is further described below, some businesses have performed at the levels required to successfully meet new demands, others have faced challenges, and still others have been relatively less impacted by the pandemic.
Abbott’s Diagnostics business experienced the most significant change in sales from 2019 to 2020 as sales from new tests and other related products to detect COVID-19 more than outweighed the negative impact of COVID-19 on routine diagnostic testing volumes.
Abbott mobilized its teams across multiple fronts to develop and launch the following new diagnostic tests for COVID-19 in 2020:
| | ● | In March, Abbott launched a molecular test using polymerase chain reaction (PCR) methods on its _m_2000™ RealTi_m_e lab-based platform to detect COVID-19 pursuant to an Emergency Use Authorization (EUA) in the U.S. and CE Mark. |
| | ● | In March, Abbott also launched a molecular test to detect COVID-19 on its ID NOW™ rapid point-of-care platform in the U.S. pursuant to an EUA. |
| | ● | In April, Abbott launched an IgG (Immunoglobulin G) lab-based serology blood test on its ARCHITECT® i1000SR and i2000SR® laboratory instruments for the detection of an antibody to determine if someone was previously infected with the virus. The serology test was granted an EUA in the U.S. and CE Mark in April. |
| | ● | In May, Abbott launched a lab-based serology blood test on its Alinity® i system pursuant to an EUA in the U.S. and CE Mark. |
| | ● | In May, Abbott also launched a molecular PCR test on its Alinity m system to detect COVID-19 pursuant to an EUA in the U.S. Abbott received CE Mark for this test in June. |
| | ● | In June, Abbott launched a lateral flow COVID-19 rapid antibody test on its Panbio™ system in select countries pursuant to a CE Mark. This serology test detects an antibody to determine if someone was previously infected with the virus. |
| | ● | In August, Abbott launched its AdviseDx SARS-CoV-2 IgM (Immunoglobulin M) lab-based serology test for use on its ARCHITECT and Alinity platforms pursuant to a CE Mark. Abbott was granted an EUA in the U.S. for this test in October. |
| | ● | In August, Abbott launched its BinaxNOW™ COVID-19 Ag Card test, a portable, lateral flow rapid test to detect COVID-19 pursuant to an EUA in the U.S. |
| | ● | In September, Abbott launched its Panbio rapid antigen test to detect COVID-19 pursuant to a CE Mark. In October, Abbott received approval by the World Health Organization for emergency use listing for the Panbio antigen test. |
| | ● | In December, Abbott received CE Mark and launched its SARS-CoV-2-IgG II quantitative lab-based serology blood test for use on its ARCHITECT and Alinity i platforms. |
| | ● | In December, Abbott received an EUA in the U.S. for virtually guided at-home use of its BinaxNOW COVID-19 Ag Card rapid test to detect COVID-19 and launched the product for at-home use. |
| | ● | In December, Abbott launched its multiplex molecular test on its Alinity m system to detect COVID-19, flu A, flu B, and respiratory syncytial virus (RSV) pursuant to a CE Mark. |
In 2020, Abbott’s COVID-19 testing related sales totaled approximately $3.884 billion, led by sales related to Abbott’s BinaxNOW, Panbio and ID NOW rapid testing platforms.
In addition to negatively impacting routine core diagnostic testing volumes, the pandemic negatively affected the number of cardiovascular and neuromodulation procedures performed by health care providers globally, thereby reducing the demand for Abbott’s cardiovascular and neuromodulation devices and routine diagnostic tests in 2020.
The decrease began in February in China as that country implemented quarantine restrictions and postponed non-emergency health care activities.
The negative impact on cardiovascular and neuromodulation procedures and routine diagnostic tests expanded to other countries and geographic regions as COVID-19 spread geographically in the first half of 2020 and health care systems in these countries shifted their focus to fighting COVID-19.
The extent of the impact and the timing of a recovery in the number of procedures and routine testing in a particular country or geographic region depended upon the progression of COVID-19 cases in the country or region.
The recovery in procedures and routine testing volumes in China began in March.
In other parts of the world, such as the U.S. and Europe, volumes improved across Abbott’s hospital-based businesses as the second quarter progressed and the improvement continued in the third quarter.
However, in the fourth quarter, the improving trends in the demand for procedures and routine testing flattened or were negatively impacted depending upon the business and the region as many countries experienced an increase in the number of COVID-19 cases and hospitalizations.
Abbott’s branded generic pharmaceuticals business was also negatively affected by the pandemic in 2020 as COVID-19 spread across emerging market countries in the second and third quarters of 2020.
Abbott’s nutritional and diabetes care businesses were the least affected by the pandemic as is further discussed below.
Abbott is continually implementing business continuity plans in the face of the pandemic.
Due to the critical nature of its products and services, Abbott was generally exempt from governmental orders issued during the first quarter of 2020 in the U.S. and other countries requiring businesses to cease operations.
The majority of its office-based work was conducted remotely during the period of such governmental orders and the company implemented strict travel restrictions.
As some governmental orders were lifted in May and June 2020, Abbott entered a new phase in its operations whereby some office-based employees started working at Abbott’s offices on a rotational basis.
As various governmental orders and guidelines were modified in the fourth quarter to put in place new restrictions, Abbott continued to ensure that its guidance was aligned with such restrictions.
Abbott has taken aggressive steps to limit exposure and enhance the safety of facilities for its employees.
Due to the unpredictability of the duration and impact of the current COVID-19 pandemic, the extent to which the COVID-19 pandemic will have a material effect on its business, financial condition or results of operations is uncertain.
While Abbott’s 2020 sales were most significantly affected by the COVID-19 pandemic, the increase in total sales over the last three years also reflects volume growth due to the introduction of new products across various businesses as well as higher sales of various existing products.
Over the last three years, Abbott’s operating margin as a percentage of sales increased from 11.9 percent in 2018 to 14.2 percent in 2019 and 15.5 percent in 2020.
The increase in 2020 reflects the sales volume increases in the rapid and molecular diagnostics businesses, partially offset by lower Medical Devices sales due to the impact of the pandemic and the unfavorable effect of foreign exchange.
In 2019, the increase in Abbott’s operating margin also reflects margin improvement in various businesses and lower intangible amortization expense compared to 2018.
With respect to the performance of each reportable segment over the last three years, sales in the Medical Devices segment excluding the impact of foreign exchange decreased 3.8 percent in 2020 and increased 10.5 percent in 2019.
The sales decrease in 2020 was driven by Abbott’s cardiovascular and neuromodulation businesses due primarily to reduced procedure volumes as a result of the COVID-19 pandemic.
These decreases were partially offset by double-digit growth in Diabetes Care.
Over the last several years, Abbott proactively shaped the company with the strategic intent to deliver sustainable growth in all of its businesses.
Significant steps over the last three years included:
| | ● | In January 2017, Abbott acquired St. Jude Medical, Inc. (St. Jude Medical), a global medical device manufacturer, for approximately $23.6 billion. As part of the acquisition, Abbott also assumed, repaid or refinanced approximately $5.9 billion of St. Jude Medical’s debt. The acquisition provided expanded opportunities for future growth and is an important part of the company's effort to develop a strong, diverse portfolio. |
| | ● | In October 2017, Abbott acquired Alere Inc. (Alere), a diagnostic device and service provider, for approximately $4.5 billion. As part of the acquisition, Abbott also tendered for Alere’s preferred shares for a total value of approximately $0.7 billion and assumed and subsequently repaid approximately $3.0 billion of Alere’s debt. The acquisition established Abbott as a leader in point of care testing, expanded Abbott’s global diagnostics presence and provided access to new products, channels and geographies. |
| | ● | In February 2017, Abbott completed the sale of Abbott Medical Optics (AMO), its vision care business, to Johnson & Johnson for $4.325 billion in cash and recognized an after-tax gain of $728 million. |
The increase in total sales over the last three years reflects both volume growth across Abbott’s businesses and the 2017 acquisitions of St. Jude Medical and Alere.
Volume growth reflects the introduction of new products as well as higher sales of existing products.
Over the last three years, Abbott’s operating margin was positively impacted by margin improvements in various businesses, including Established Pharmaceutical Products, Diabetes Care, Rapid Diagnostics, and Structural Heart.
In 2019, Abbott’s operating margin increased by approximately 2 percentage points primarily due to lower intangible amortization expense and lower business integration and restructuring costs compared to 2018.
In 2018, Abbott’s operating margin increased by approximately 6 percentage points primarily due to operating margin improvement in various businesses and lower inventory step-up amortization and integration costs associated with the acquisitions.
Beginning in the fourth quarter of 2019, the results of the Diabetes Care business, which had previously been included in the non-reportable segment category, were aggregated with the results of the businesses in the Cardiovascular and Neuromodulation segment to comprise the Medical Devices reportable segment.
Historic periods have been adjusted to reflect this change.
The sales increase in 2018 was driven primarily by higher Diabetes Care, Structural Heart, Electrophysiology, and Neuromodulation sales.
The operating margin profile increased from 29.2 percent of sales in 2017 to 30.8 percent in 2019 primarily due to sales volume growth and various cost improvement initiatives, partially offset by investment spending to drive the growth of new products.
| | ● | the TactiCath® contact force ablation catheter, Sensor enabled™, which is designed to help physicians treat atrial fibrillation, a form of irregular heartbeat. |
| | ● | a new, expanded indication for Abbott’s MitraClip® heart valve repair device to treat clinically significant secondary mitral regurgitation (MR) as a result of underlying heart failure. This new indication expands the number of people with MR that can be treated with the MitraClip device. |
| | ● | the next-generation version of the MitraClip device, which includes a new leaflet grasping enhancement, an expanded range of clip sizes and facilitation of procedure assessment in real time to offer doctors further options when treating mitral valve disease. |
| | ● | the Proclaim XR recharge-free neurostimulation system for people living with chronic pain which works by using low doses of mild electrical pulses to change pain signals as they travel from the spinal cord to the brain. |
In March 2019, Abbott announced new data from its MOMENTUM 3 clinical study, the largest randomized controlled trial to assess outcomes in patients receiving a heart pump to treat advanced heart failure, which demonstrated Abbott's HeartMate 3® Left Ventricular Assist Device (LVAD) improved survival and clinical outcomes in this patient population.
In October 2018, the FDA approved HeartMate 3 as a destination (long-term use) therapy for patients living with advanced heart failure.
In December 2019, Abbott received CE Mark approval in Europe for its next-generation high-voltage implantable cardioverter defibrillator (ICD) and cardiac resynchronization therapy defibrillator (CRT-D) devices.
Alere’s results are included in Abbott’s Diagnostic Products reportable segment from the date of acquisition.
Excluding the impact of the Alere acquisition, as well as the impact of foreign exchange, sales in the Diagnostic Products segment increased 6.5 percent in 2018.
In 2019, Abbott also announced that it had obtained CE Mark for its “Alinity m” (molecular) diagnostics system and several testing assays.
The operating margin profile decreased from 26.1 percent of sales in 2017 to 24.8 percent in 2019 primarily due to dilution from the acquisition of Alere, the negative impact of foreign exchange, and costs to accelerate the roll-out of Alinity, partially offset by the continued focus on cost improvement.
In 2018, excluding the impact of foreign exchange, the nutritional business experienced above-market growth in the worldwide pediatric business driven by the Similac® and Pedialyte brands in the U.S. as well as growth across several markets in Asia.
Worldwide, adult nutrition sales increased in 2018 led by the growth of Ensure and Glucerna.
The sales increase in 2018 was driven by double-digit growth in India and China.
Operating margins increased from 19.8 percent of sales in 2017 to 20.1 percent in 2019 primarily due to the continued focus on cost reduction initiatives, partially offset by the unfavorable impact of foreign exchange.
In conjunction with the funding of the St. Jude Medical and Alere acquisitions and the assumption of St. Jude Medical’s and Alere’s existing debt, Abbott’s total short-term and long-term debt increased from approximately $9.0 billion at December 31, 2015 to $27.9 billion at December 31, 2017.
In 2018, Abbott repaid approximately $8.3 billion of debt, net of borrowings, bringing its total debt to $19.6 billion at December 31, 2018.
In 2019, Abbott repaid approximately $1.6 billion of debt, net of borrowings, bringing its total debt to $18.1 billion at December 31, 2019.
Note 15 to the consolidated financial statements describes the impact of a one-percentage point change in the health care cost trend rate; however, there can be no certainty that a change would be limited to only one percentage point.
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | Business | | | | | | |
| 2018 vs. 2017 | | 11.6 | | 4.9 | | (1.0) | | 8.1 | | (0.4) |
| 2018 vs. 2017 | | 12.1 | | 8.0 | | (1.1) | | 5.2 | | — |
| 2018 vs. 2017 | | 11.4 | | 3.2 | | (1.0) | | 9.7 | | (0.5) |
| 2018 vs. 2017 | | 3.2 | | — | | 2.2 | | 4.8 | | (3.8) |
An excerpt. Shown here: 40 of 144 rewritten, 40 of 158 added and 40 of 212 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
20 rewritten, 2 added, 5 removed, 26 unchanged
The fair value of equity securities held by Abbott with a readily determinable fair value was approximately [removed: $11] [added: $20] million and [removed: $13] [added: $11] million as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
A hypothetical 20 percent decrease in the share prices of these investments would decrease their fair value at December 31, [removed: 2019] [added: 2020] by approximately [removed: $2] [added: $4] million.
The fair value of investments in mutual funds that are held in a rabbi trust for the purpose of paying benefits under a deferred compensation plan was approximately [removed: $346] [added: $366] million and [removed: $307] [added: $346] million as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
The carrying value of these investments was [removed: $158] [added: $113] million and [removed: $211] [added: $158] million as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.
No individual investment is recorded at a value in excess of [removed: $61] [added: $15] million.
At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] Abbott had interest rate hedge contracts totaling $2.9 billion to manage its exposure to changes in the fair value of debt.
The fair value of long-term debt at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] amounted to [removed: $20.8] [added: $22.8] billion and [removed: $19.9] [added: $20.8] billion, respectively (average interest rates of 3.3% [removed: and 3.5%] as of December 31, [removed: 2019] [added: 2020] and [removed: 2018, respectively)] [added: 2019)] with maturities through 2046.
At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the fair value of current and long-term investment securities amounted to approximately [removed: $1.2] [added: $1.1] billion and [removed: $1.1] [added: $1.2] billion, respectively.
At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] Abbott held [removed: $6.8] [added: $8.1] billion and [removed: $5.1] [added: $6.8] billion, respectively, of such contracts.
Contracts held at December 31, 2019 [removed: will mature] [added: matured] in 2020 or [added: will mature in] 2021 depending upon the contract.
Contracts held at December 31, [removed: 2018 matured in 2019 or] [added: 2020] will mature in [removed: 2020] [added: 2021 or 2022] depending upon the contract.
At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] Abbott held [removed: $9.1] [added: $11.0] billion and [removed: $13.6] [added: $9.1] billion, respectively, of such contracts, which mature in the next 13 months.
[removed: From the date of the borrowing through December 31, 2019, the] [added: The] value of this long-term debt [removed: decreased] [added: was] approximately [removed: $4] [added: $577] million [removed: to] [added: and] $546 million [removed: due to foreign exchange rate changes.][added: as of December 31, 2020 and December 31, 2019, respectively.]
The change in the value [added: of the debt, which is due to changes in foreign exchange rates,] was recorded in Accumulated other comprehensive income (loss), net of tax.
The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2019] [added: 2020] and [removed: 2018:][added: 2019:]
| Euro | | $ | [removed: 7,085] [added: 7,781] | | [removed: 1.1189] [added: 1.1821] | | $ | [removed: 65] [added: (91)] | | $ | [removed: 11,630] [added: 7,085] | | [removed: 1.1938] [added: 1.1189] | | $ | [removed: 13] [added: 65] |
| Chinese Yuan | | | [removed: 2,177] [added: 2,401] | | [removed: 7.0216] [added: 6.4900] | | | [removed: 4] [added: (99)] | | | [removed: 1,592] [added: 2,177] | | [removed: 6.9055] [added: 7.0216] | | | [removed: (10)] [added: 4] |
| Japanese Yen | | | [removed: 1,092] [added: 1,589] | | [removed: 106.8530] [added: 105.3861] | | | [removed: 13] [added: (20)] | | | [removed: 1,079] [added: 1,092] | | [removed: 108.2188] [added: 106.8530] | | | [removed: 6] [added: 13] |
| All other currencies | | | [removed: 5,532] [added: 7,369] | | n/a | | | [removed: (23)] [added: (198)] | | | [removed: 4,388] [added: 5,532] | | n/a | | | [removed: 10] [added: (23)] |
| Total | | $ | [removed: 15,886] [added: 19,140] | | [added: ] | | $ | [removed: 59] [added: (408)] | | $ | [removed: 18,689] [added: 15,886] | | | | $ | [removed: 19] [added: 59] |
The proceeds equated to approximately $550 million.
| | | 2020 | | | | | | | | 2019 | | | | | | |
(A 100-basis point change is believed to be a reasonably possible near-term change in rates.)
In March 2017, Abbott repaid its $479 million yen-denominated short-term debt which was designated as a hedge of the net
investment in a foreign subsidiary.
At December 31, 2016, the value of this short-term debt was $454 million, and changes in the fair value of the debt up through the date of repayment due to changes in exchange rates were recorded in Accumulated other comprehensive income (loss), net of tax.
| | | 2019 | | | | | | | | 2018 | | | | | | |
Item 1. BUSINESS
21 rewritten, 39 added, 12 removed, 139 unchanged
These products are generally marketed and sold directly to blood banks, hospitals, commercial laboratories, clinics, physicians’ offices, [added: retailers,] government agencies, alternate care testing sites, and plasma protein therapeutic companies from Abbott owned distribution centers, public warehouses or third party distributors.
| | ● | core laboratory systems in the areas of immunoassay, clinical chemistry, hematology, and [removed: transfusion,] [added: transfusion medicine,] including the Alinity® family of instruments, ARCHITECT®, ABBOTT PRISM®, and Cell-Dyn®, with assays used for screening and/or diagnosis for cancer, cardiac, metabolics, drugs of abuse, fertility, general chemistries, infectious diseases such as hepatitis and HIV, [removed: and] therapeutic drug [removed: monitoring;] [added: monitoring, and a suite of SARS-CoV-2 serology assays;] |
| | ● | molecular diagnostics [added: polymerase chain reaction (PCR) instrument] systems, including Alinity® m and [removed: the] m2000™ [removed: instruments] that automate the extraction, purification, and preparation of DNA and RNA from patient samples, and detect and measure infectious agents including HIV, [removed: HBV, HCV,] [added: hepatitis,] HPV, [added: sexually transmitted infections,] and [removed: CT/NG/TV/MG;] [added: SARS-CoV-2;] and [added: products for oncology with] the Vysis® FISH product line of genomic-based tests; |
| | ● | point of care systems, including the i-STAT® and next-generation i-STAT® Alinity® and cartridges for [added: testing] blood [removed: analysis;] [added: gas, chemistry, electrolytes, coagulation and immunoassay;] |
| | ● | rapid diagnostics [removed: systems] [added: lateral flow testing products] in the area of infectious diseases, including [added: respiratory viruses such as SARS-CoV-2 and] influenza, HIV, [removed: HCV,] [added: hepatitis,] and tropical diseases such as malaria and dengue fever; molecular point-of-care testing for HIV, including the [removed: m-PIMA™] [added: m-PIMA®] HIV-1/2 Viral Load Test, and for [added: SARS-CoV-2 and] influenza A & B, RSV and strep A, including the ID [removed: NOW™] [added: NOW®] rapid molecular system; cardiometabolic testing, including Afinion® and Cholestech™ platforms and tests; a toxicology business for drug and alcohol testing; and remote patient monitoring and consumer self-testing; and |
| | ● | informatics and automation solutions for use in laboratories, including laboratory automation systems, the [removed: RALS] [added: RALS®] point of care solution, and [removed: AlinIQ™,] [added: AlinIQ®,] a suite of informatics tools and professional services. |
| | ● | various forms of prepared infant formula and follow-on formula, including Similac®*, Similac Pro-Advance®*, Similac® Advance®, Similac® Advance® Non-GMO, Similac Pro-Sensitive®*, Similac Sensitive®, Similac Sensitive® Non-GMO, Go&Grow by Similac®*, Similac® NeoSure®, Similac® Organic, Similac® Special Care®, [added: Similac Total Comfort®*, Similac® For Supplementation, Isomil® Advance®, Isomil®, Alimentum®, Gain™, Grow™, Similac En Mei Li™, and Eleva™;] |
| | ● | adult and other pediatric nutritional products, including Ensure®, Ensure Plus®, Ensure® Enlive®, Ensure® (with NutriVigor®), Ensure® Max Protein, Ensure® High Protein, Glucerna®, Glucerna Hunger Smart®, [removed: ProSure®,] [added: ProSure™,] PediaSure®, PediaSure SideKicks®, PediaSure® Peptide, EleCare®, Juven®, [removed: Abound®,] [added: Abound™,] Pedialyte® and Zone Perfect®; and |
| | ● | nutritional products used in enteral feeding in health care institutions, including Jevity®, Glucerna® 1.2 Cal, Glucerna® 1.5 Cal, Osmolite®, Oxepa®, [removed: Freego®] [added: Freego™] (Enteral Pump) and [removed: Freego®] [added: Freego™] sets, Nepro®, and Vital®. |
| | ● | rhythm management products, including Assurity MRI® and Endurity MRI® pacemaker systems; [removed: Ellipse® and] [added: Ellipse®,] Fortify [removed: Assura®] [added: Assura®, and Gallant™] implantable cardioverter defibrillators and [added: Gallant and] Quadra Assura MP® implantable cardioverter defibrillator with cardiac resynchronization therapy and MultiPoint® Pacing technology; and Confirm Rx® implantable cardiac monitor; |
| | ● | electrophysiology products, including the TactiCath® family of ablation catheters and FlexAbility® irrigated ablation catheters; Ampere® RF ablation generator; [removed: EnSite Precision®] [added: EnSite® family of] cardiac mapping [removed: system;] [added: systems;] and the Advisor® HD Grid mapping catheter; |
| | ● | structural heart products, including MitraClip®, a percutaneous mitral valve repair system; Trifecta® Valve with Glide™ Technology, a surgical tissue heart valve; Portico® transcatheter aortic heart valve; Regent™ mechanical heart valve; [removed: AMPLATZER®] [added: Amplatzer®] PFO occluders; [removed: and] [added: Amplatzer Amulet® occluder devices; the] Tendyne® Transcatheter Mitral Valve Implantation (TMVI) system; [added: and the TriClip® Transcatheter Tricuspid Valve Repair System;] |
These, and various patents which expire during the period [removed: 2020] [added: 2021] to [removed: 2040,] [added: 2041,] in the aggregate, are believed to be of material importance in the operation of Abbott’s business.
Seasonal Aspects, Customers, [removed: Backlog,] and Renegotiation
Abbott’s capital and operating expenditures for pollution control in [removed: 2019] [added: 2020] were not material and are not expected to be material in [removed: 2020.][added: 2021.]
[added: The government follows a diagnosis-related group (DRG)] payment system for certain institutional services provided under Medicare or Medicaid and has implemented a prospective payment system (PPS) for services delivered in hospital outpatient, nursing home, and home health settings.
Additionally, the Protecting Access to Medicare Act [removed: establishes] [added: established] a new payment system for clinical laboratory [removed: tests, which became effective on January 1,] [added: tests in] 2018.
The [added: Patient Protection and] Affordable Care Act [removed: also] [added: (the Affordable Care Act)] includes provisions known as the Physician Payments Sunshine Act, which requires manufacturers of drugs, devices, and medical supplies covered under Medicare and Medicaid to record any transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare & Medicaid Services for subsequent public disclosure.
In the United States, this could include potential [removed: modification] [added: modification, including expansion] or repeal of all or parts of the Affordable Care Act.
The regulation of data privacy and security, and the protection of the confidentiality of certain personal information (including patient health [added: information, financial] information and [removed: financial] [added: other sensitive personal] information), is increasing.
Failure to comply with data privacy and security laws and regulations can result in [added: business disruption and] enforcement actions, which could include civil or criminal penalties.
Human Capital
The sustainability of Abbott’s business depends on attracting, engaging and developing talented people with diverse backgrounds who share Abbott’s mission to help people live their healthiest possible lives.
Abbott provides its employees opportunities to grow and develop their careers, market competitive compensation and benefit programs, and the satisfaction of being part of a global company dedicated to improving health in more than 160 countries.
As of December 31, 2020, Abbott employed approximately 109,000 people, 70% of whom were employed outside of the U.S. Women represented 47% of Abbott’s U.S. workforce, 45% of its global workforce, and 39% of its managers.
_Health and Safety_
The health, safety and wellness of its employees is an Abbott priority embedded at every level of its business.
Abbott’s integrated Environmental, Health and Safety organization governs health, safety and wellness at Abbott’s facilities.
Abbott also maintains global policies and standards for managing employee health and safety.
Abbott takes a holistic approach to employee well-being.
Abbott’s global wellness programs are designed to meet the unique needs of employees across businesses and geographies and offer a wide range of programs, including supporting the mental, financial and physical health of employees and their families.
For example, for over 20 years, Abbott has annually offered Exercise Across Abbott, which is a four-week physical wellness program that encourages employees to team up with colleagues and track how many minutes they exercise each day.
Over 22,000 Abbott employees across 72 countries took part in 2020.
During the COVID-19 pandemic, Abbott has taken aggressive steps to limit exposure and enhance the safety of facilities for its employees, including implementing mandatory temperature screening and social distancing, providing and requiring the use of personal protective equipment, and at most U.S. facilities, onsite COVID-19 testing.
_Talent Management_
Abbott has an integrated global talent management process that is designed to identify and assess talent across the organization and provide equal and consistent opportunities for employees to develop their skills.
All levels of employees participate in Abbott’s annual performance management process to create development plans that support their particular career objectives, and Abbott provides a broad range of training, mentoring and other development opportunities to help its employees meet these objectives.
The board of directors conducts an annual Talent Management Review, focusing on development of talent, diversity, and succession planning for critical positions.
Similar reviews take place at every level of Abbott to develop talent and diversity across the organization.
_Diversity and Inclusion_
Abbott is committed to developing a workplace that is inclusive for all.
Abbott ties executive compensation to human capital management, including diversity outcomes, to sustain an inclusive culture and the fair and balanced treatment of Abbott’s employees.
Abbott’s employee networks play an important role in building an inclusive culture across all Abbott operations.
A member of Abbott’s senior management serves as a sponsor for each of these networks, helping to align their objectives with Abbott’s business strategies.
Abbott has ten such networks, which are: Advancing Professionals Network (supporting early career employees), Asian Leadership and Cultural Network, Black Business Network, Flex Network (employees with part-time and flexible schedules), LA VOICE Network (supporting Hispanic and Latino employees), People with Disabilities Network, PRIDE (supporting LGBTQ employees), Veterans Network, Women Leaders of Abbott, and Women in STEM.
Abbott offers professional development programs, which provide recent college graduates the opportunity to rotate through different areas of Abbott, often with the chance to work outside their home country.
In 2020, 52% of the participants were women.
Also, Abbott hosts hundreds of college students for paid internships.
In 2020, 55% of the U.S. interns were women and 39% were minorities.
Further, Abbott has operated a STEM internship program for high school students in the U.S. since 2012.
The program’s objective is to increase the number of students pursuing STEM-related careers and contribute to a more diverse talent pipeline for Abbott.
In 2020, 58% of the STEM interns were women and 71% were minorities.
_Compensation and Benefits_
Abbott is committed to building, retaining, and motivating a diverse talent pipeline that can meet the current and future needs of its businesses.
To that end, Abbott provides market competitive compensation, healthcare benefits, pension and/or retirement savings plans, and several programs to facilitate employees building an ownership stake in Abbott, including a global long-term incentive program for employees generally beginning at the manager level.
Abbott also has procedures and processes focused on providing employees equitable compensation, regardless of race or gender or other personal characteristics.
During the COVID-19 public health emergency, many pandemic-related products (including diagnostic tests) were authorized by regulators for emergency use solely during the pandemic.
In addition, many governments enacted policies to expedite or promote access to health care in order to slow or stop the spread of the virus.
Examples include expansion of telehealth coverages and increased reimbursements for diagnostic testing.
It is uncertain when the public health emergency will end and to what extent these policies will continue or revert back to previous policies.
On October 3, 2017, Abbott completed the acquisition of Alere Inc., a diagnostic device and service provider, for an aggregate consideration of approximately $4.5 billion in cash.
On February 27, 2017, Abbott completed the sale of Abbott Medical Optics, its vision care business, to Johnson & Johnson for $4.325 billion in cash.
On January 4, 2017, Abbott completed the acquisition of St. Jude Medical, Inc., a global medical device manufacturer.
Based on the closing Abbott share price on January 4, 2017, the aggregate implied value of the consideration paid in connection with the acquisition was approximately $23.6 billion, including approximately $13.6 billion in cash and approximately $10 billion in Abbott common shares.
| --- | --- | --- |
| | | Similac Total Comfort®*, Similac® For Supplementation, Isomil® Advance®, Isomil®, Alimentum®, Gain™, Grow™, Similac En Mei Li™, and Eleva™; |
Orders for Abbott’s products are generally filled on a current basis, and order backlog is not material to Abbott’s business.
Employees
Abbott employed approximately 107,000 people as of December 31, 2019.
The government follows a diagnosis-related group (DRG)
In 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (together, the Affordable Care Act), imposed an excise tax on Abbott and other medical device manufacturers and importers.
The excise tax was suspended from January 1, 2016 to December 31, 2019 and was repealed as of January 1, 2020 by the Further Consolidated Appropriations Act of 2020.
Cover and table of contents
8 rewritten, 4 added, 1 removed, 42 unchanged
| For the fiscal year ended December 31, [removed: 2019] [added: 2020] | Commission file number 1-2189 |
| Yes ⌧ | | No [removed: ◻] [added: ☐] |
| Yes [removed: ◻] [added: ☐] | | No ⌧ |
| Large Accelerated Filer ⌧ | Accelerated Filer [removed: ◻] [added: ☐] | Non-Accelerated Filer [removed: ◻] [added: ☐] | Smaller reporting company ☐Emerging growth company ☐ |
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. [removed: ◻][added: ☐]
The aggregate market value of the [removed: 1,723,621,480] [added: 1,727,625,764] shares of voting stock held by nonaffiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of Abbott Laboratories’ most recently completed second fiscal quarter (June [removed: 28, 2019),] [added: 30, 2020),] was [removed: $144,956,566,468.][added: $157,956,823,602.]
Portions of the [removed: 2020] [added: 2021] Abbott Laboratories Proxy Statement are incorporated by reference into Part III.
The [added: Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
| Yes ⌧ | | No ☐ |
| Yes ⌧ | | No ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Number of common shares outstanding as of January 31, 2021: 1,771,529,358
Number of common shares outstanding as of January 31, 2020: 1,763,433,243
Item 2. PROPERTIES
4 rewritten, 0 added, 0 removed, 13 unchanged
As of December 31, [removed: 2019,] [added: 2020,] Abbott owned or leased properties totaling approximately [removed: 42] [added: 43] million square feet, of which approximately [removed: 70%] [added: 65%] is owned by Abbott.
Abbott operates [removed: 92] [added: 93] manufacturing facilities globally.
| Diagnostic Products | | [removed: 23] [added: 24] |
| Worldwide Total | | [removed: 92] [added: 93] |
Item 4. MINE SAFETY DISCLOSURES
43 rewritten, 10 added, 20 removed, 75 unchanged
Abbott’s executive officers, their ages as of February [removed: 21, 2020,] [added: 19, 2021,] and the dates of their first election as officers of Abbott are listed below.
[removed: Miles] [added: Miles] D.
[removed: Funck, Jr. as] [added: 2020 to present —] Executive Vice President, Finance and Chief Financial [removed: Officer and Philip P.][added: Officer.]
White, [removed: 64][added: 65]
1999 to [removed: present] [added: 2020] — Chairman of the Board and Chief Executive Officer, and Director.
[removed: Robert] [added: Robert] B.
Ford, [removed: 46][added: 47]
2018 to [removed: present] [added: 2020] — President and Chief Operating Officer, and Director since 2019.
[removed: Hubert] [added: Hubert] L.
Allen, [removed: 54][added: 55]
[removed: John] [added: John] M.
Capek, [removed: 58][added: 59]
[removed: Lisa] [added: Lisa] D.
Earnhardt, [removed: 50][added: 51]
[removed: John] [added: John] F.
Ginascol, [removed: 61][added: 62]
[removed: Andrew] [added: Andrew] H.
Lane, [removed: 49][added: 50]
Moreland, [removed: 53][added: 54]
[removed: Daniel] [added: Daniel] Salvadori, [removed: 41][added: 42]
Andrea Wainer, [removed: 51][added: 52]
[removed: 2017] [added: 2020] to present — [removed: Executive] Vice President, Finance and [removed: Chief Financial Officer.][added: Controller.]
Elected Corporate Officer — [removed: 2013.][added: 2017.]
[removed: Roger] [added: Roger] M.
Bird, [removed: 63][added: 64]
[removed: Charles] [added: Charles] R.
Brynelsen, [removed: 63][added: 64]
[removed: 2013] [added: 2020] to present — Senior Vice President, Core Laboratory Diagnostics, Commercial Operations.
Elected Corporate Officer — [removed: 2003.][added: 2020.]
Dale, [removed: 60][added: 61]
[removed: Robert] [added: Robert] E.
Funck, Jr., [removed: 58][added: 59]
2018 to [removed: present] [added: 2020] — Senior Vice President, Finance and Controller.
[removed: Sammy] [added: Sammy] Karam, [removed: 58][added: 59]
[removed: Joseph] [added: Joseph] Manning, [removed: 51][added: 52]
[removed: Michael] [added: Michael] J.
Pederson, [removed: 58][added: 59]
Scoggins, [removed: 50][added: 51]
[removed: Jared] [added: Jared] L.
Watkin, [removed: 52][added: 53]
2020 to present — Executive Chairman and Director.
2020 to present — President and Chief Executive Officer, and Director.
Gregory A.
Ahlberg, 54
2017 to 2020 —Vice President, Diagnostics, Commercial Operations, Europe, Middle East and Africa.
2012 to 2017 — Divisional Vice President, USA, Abbott Diagnostics Division.
Philip P.
Boudreau, 48
2017 to 2020 — Divisional Vice President, Controller, Medical Devices.
2012 to 2017 — Divisional Vice President, Controller and Commercial Support, Point of Care.
White will step down as Chief Executive Officer on March 31, 2020.
The board of directors appointed Mr. White as Executive Chairman and Robert B.
Ford as President and Chief Executive Officer, each effective March 31, 2020.
Brian B.
Yoor will retire as an officer of Abbott, effective February 29, 2020.
The board of directors appointed Robert E.
Boudreau as Vice President, Finance and Controller, each effective March 1, 2020.
2014 to 2015 — Senior Vice President, Diabetes Care.
2007 to 2015 — Executive Vice President, Medical Devices.
2014 to 2015 — Divisional Vice President, Established Pharmaceuticals, Asia Pacific.
Yoor, 50
2015 to 2017 — Senior Vice President, Finance and Chief Financial Officer.
2013 to 2015 — Vice President, Investor Relations.
2009 to 2015 — Divisional Vice President and General Manager, China and Hong Kong, Nutritional Products.
2013 to 2015 — President, Early Technologies, Covidien plc (a global healthcare products company).
Jaime Contreras, 63
2014 to 2015 — General Manager, Indonesia, Nutritional Products.
2011 to 2015 — Chief Executive Officer, VytronUS, Inc. (a medical device company focused on developing electrophysiology technologies).
2011 to 2015 — Divisional Vice President, EMEA Commercial Operations, ADC.
2010 to 2015 — Divisional Vice President, Technical Operations, Diabetes Care.
An excerpt. Shown here: 40 of 43 rewritten, all 10 added and all 20 removed. The counts are complete. For every sentence, read Item 4. MINE SAFETY DISCLOSURES in the FY2020 filing and the FY2019 filing.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 5 added, 4 removed, 19 unchanged
There were [removed: 38,990] [added: 37,450] shareholders of record of Abbott common shares as of December 31, [removed: 2019.][added: 2020.]
In 2001, the Illinois Department of Commerce and Economic Opportunity [added: (DCEO)] designated Abbott as an Illinois High Impact Business (HIB) for a period not to exceed twenty years.
Abbott certified that the HIB requirements were met for the calendar year ending December 31, [removed: 2019.][added: 2020.]
In 2020, the DCEO granted a two year extension for Abbott's HIB designation.
| October 1, 2020 — October 31, 2020 | | 0 | (1) | $ | 0 | | 0 | | $ | 3,270,234,923 | (2) |
| November 1, 2020 — November 30, 2020 | | 0 | (1) | $ | 0 | | 0 | | $ | 3,270,234,923 | (2) |
| December 1, 2020 — December 31, 2020 | | 1,600,411 | (1) | $ | 107.999 | | 1,600,411 | | $ | 3,097,391,913 | (2) |
| Total | | 1,600,411 | (1) | $ | 107.999 | | 1,600,411 | | $ | 3,097,391,913 | (2) |
| October 1, 2019 — October 31, 2019 | | 2,675,000 | (1) | $ | 81.950 | | 2,675,000 | | $ | 3,576,018,444 | (2) |
| November 1, 2019 — November 30, 2019 | | 1,786,605 | (1) | $ | 82.928 | | 1,786,605 | | $ | 3,427,858,606 | (2) |
| December 1, 2019 — December 31, 2019 | | 1,844,839 | (1) | $ | 85.440 | | 1,844,839 | | $ | 3,270,234,923 | (2) |
| Total | | 6,306,444 | (1) | $ | 83.248 | | 6,306,444 | | $ | 3,270,234,923 | (2) |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
553 rewritten, 149 added, 290 removed, 659 unchanged
| [Consolidated Statement of Earnings](#ConsolidatedStatementofEarnings_756832) | | [removed: [44](#ConsolidatedStatementofEarnings_756832)] [added: 43] |
| [Consolidated Statement of Comprehensive Income](#ComprehensiveIncome_527351) | | [removed: [45](#ComprehensiveIncome_527351)] [added: 44] |
| [Consolidated Statement of Cash Flows](#CashFlows_598485) | | [removed: [46](#CashFlows_598485)] [added: 45] |
| [Consolidated Balance Sheet](#ConsolidatedBalanceSheet_69561) | | [removed: [47](#ConsolidatedBalanceSheet_69561)] [added: 46] |
| [Consolidated Statement of Shareholders’ Investment](#ShareholdersInvestment_387504) | | [removed: [49](#ShareholdersInvestment_387504)] [added: 48] |
| [Notes to Consolidated Financial Statements](#Note1SummaryofSignificant_734166) | | [removed: [50](#Note1SummaryofSignificant_734166)] [added: 49] |
| [Management Report on Internal Control Over Financial Reporting](#ManagementReportonInternal_357767) | | [removed: [86](#ManagementReportonInternal_357767)] [added: 81] |
| [Report of Independent Registered Public Accounting Firm](#ReportofIndependent_5199) | | [removed: [87](#ReportofIndependent_5199)] [added: 82] |
| [Report of Independent Registered Public Accounting Firm](#PublicAccountingFirm_660147) | | [removed: [90](#PublicAccountingFirm_660147)] [added: 84] |
| | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |
| Net Sales | | $ | [removed: 31,904] [added: 34,608] | | $ | [removed: 30,578] [added: 31,904] | | $ | [removed: 27,390] [added: 30,578] |
| Cost of products sold, excluding amortization of intangible assets | | | [removed: 13,231] [added: 15,003] | | | [removed: 12,706] [added: 13,231] | | | [removed: 12,409] [added: 12,706] |
| Amortization of intangible assets | | | [removed: 1,936] [added: 2,132] | | | [removed: 2,178] [added: 1,936] | | | [removed: 1,975] [added: 2,178] |
| Research and development | | | [removed: 2,440] [added: 2,420] | | | [removed: 2,300] [added: 2,440] | | | [removed: 2,260] [added: 2,300] |
| Selling, general and administrative | | | [removed: 9,765] [added: 9,696] | | | [removed: 9,744] [added: 9,765] | | | [removed: 9,182] [added: 9,744] |
| Total Operating Cost and Expenses | | | [removed: 27,372] [added: 29,251] | | | [removed: 26,928] [added: 27,372] | | | [removed: 25,826] [added: 26,928] |
| Operating Earnings | | | [removed: 4,532] [added: 5,357] | | | [removed: 3,650] [added: 4,532] | | | [removed: 1,564] [added: 3,650] |
| Interest expense | | | [removed: 670] [added: 546] | | | [removed: 826] [added: 670] | | | [removed: 904] [added: 826] |
| Interest income | | | [removed: (94)] [added: (46)] | | | [removed: (105)] [added: (94)] | | | [removed: (124)] [added: (105)] |
| Net foreign exchange (gain) loss | | | [removed: 7] [added: (8)] | | | [removed: 28] [added: 7] | | | [removed: (34)] [added: 28] |
| Debt extinguishment costs | | | [removed: 63] [added: —] | | | [removed: 167] [added: 63] | | | [removed: —] [added: 167] |
| Other (income) expense, net | | | [removed: (191)] [added: (103)] | | | [removed: (139)] [added: (191)] | | | [removed: (1,413)] [added: (139)] |
| Earnings from Continuing Operations Before Taxes | | | [removed: 4,077] [added: 4,968] | | | [removed: 2,873] [added: 4,077] | | | [removed: 2,231] [added: 2,873] |
| Taxes on Earnings from Continuing Operations | | | [removed: 390] [added: 497] | | | [removed: 539] [added: 390] | | | [removed: 1,878] [added: 539] |
| Earnings from Continuing Operations | | | [removed: 3,687] [added: 4,471] | | | [removed: 2,334] [added: 3,687] | | | [removed: 353] [added: 2,334] |
| Net Earnings from Discontinued Operations, net of taxes | | [added: ] | [removed: —] [added: 24] | | [added: ] | [removed: 34] [added: —] | | [added: ] | [removed: 124] [added: 34] |
| Net Earnings | | $ | [removed: 3,687] [added: 4,495] | | $ | [removed: 2,368] [added: 3,687] | | $ | [removed: 477] [added: 2,368] |
| Continuing Operations | | $ | [removed: 2.07] [added: 2.51] | | $ | [removed: 1.32] [added: 2.07] | | $ | [removed: 0.20] [added: 1.32] |
| Discontinued Operations | | | [removed: —] [added: 0.01] | | | [removed: 0.02] [added: —] | | | [removed: 0.07] [added: 0.02] |
| Net Earnings | | $ | [removed: 2.07] [added: 2.52] | | $ | [removed: 1.34] [added: 2.07] | | $ | [removed: 0.27] [added: 1.34] |
| Continuing Operations | | $ | [removed: 2.06] [added: 2.49] | | $ | [removed: 1.31] [added: 2.06] | | $ | [removed: 0.20] [added: 1.31] |
| Net Earnings | | $ | [removed: 2.06] [added: 2.50] | | $ | [removed: 1.33] [added: 2.06] | | $ | [removed: 0.27] [added: 1.33] |
| Average Number of Common Shares Outstanding Used for Basic Earnings Per Common Share | | | [removed: 1,768] [added: 1,773] | | | [removed: 1,758] [added: 1,768] | | | [removed: 1,740] [added: 1,758] |
| Dilutive Common Stock Options | | | 13 | | | [removed: 12] [added: 13] | | | [removed: 9] [added: 12] |
| Average Number of Common Shares Outstanding Plus Dilutive Common Stock Options | | | [removed: 1,781] [added: 1,786] | | | [removed: 1,770] [added: 1,781] | | | [removed: 1,749] [added: 1,770] |
| Outstanding Common Stock Options Having No Dilutive Effect | | | [removed: 61] [added: 9] | | | [removed: —] [added: 61] | | | — |
| | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |
| Foreign currency translation gain (loss) adjustments | | | [removed: (12)] [added: 65] | | | [removed: (1,460)] [added: (12)] | | | [removed: 1,365] [added: (1,460)] |
| Net actuarial gains (losses) and prior service cost and credits and amortization of net actuarial losses and prior service cost and credits, net of taxes of [added: $(79) in 2020,] $(238) in [removed: 2019,] [added: 2019 and] $47 in 2018 [removed: and $(61) in 2017] | | | [removed: (814)] [added: (331)] | | | [removed: 132] [added: (814)] | | | [removed: (243)] [added: 132] |
| Net (losses) gains on derivative instruments designated as cash flow hedges, net of taxes of [added: $(87) in 2020,] $(17) in [removed: 2019,] [added: 2019 and] $50 in 2018 [removed: and $(43) in 2017] | | | [removed: (53)] [added: (215)] | | | [removed: 136] [added: (53)] | | | [removed: (134)] [added: 136] |
| Discontinued Operations | | | 0.01 | | | — | | | 0.02 |
| Net earnings | | $ | 4,495 | | $ | 3,687 | | $ | 2,368 |
| | | 2020 | | | 2019 | |
| | | | 18,793 | | | 16,799 |
| | | $ | 72,548 | | $ | 67,887 |
| | | 2020 | | | 2019 | |
| Common shares held in treasury, at cost — Shares: 2020: 209,926,622; 2019: 214,351,838 | | | (10,042) | | | (10,147) |
| | | $ | 72,548 | | $ | 67,887 |
| Net earnings | | | 4,495 | | | 3,687 | | | 2,368 |
| Other comprehensive income (loss) | | | (481) | | | (879) | | | (1,192) |
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.
Abbott adopted the standard on January 1, 2020 and recorded a cumulative adjustment that was not significant to Earnings employed in the business in the Consolidated Balance Sheet.
| Balance at December 31, 2020 | | $ | 405 |
The 2020 tax benefits primarily relate to the resolution of various tax positions related to Abbott’s developed markets branded generic pharmaceuticals business which was sold to Mylan Inc. (Mylan) in 2015.
The tax positions relate to years prior to the sale to Mylan.
The following summarizes the activity for 2020 related to the allowance for doubtful accounts as of December 31, 2020:
| Allowance for Doubtful Accounts | | | |
| Impact of adopting ASU 2016-13 | | | 7 |
| Provisions/charges to income | | | 88 |
| Amounts charged off and other deductions | | | (35) |
| Balance at December 31, 2020 | | $ | 288 |
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.
Abbott’s long-term investments as of December 31, 2020 declined versus the balance as of December 31, 2019 due primarily to investment impairments totaling approximately $115 million, recorded in Other (income) expense, net within the Consolidated Statement of Earnings, which was partially offset by approximately $35 million of additional investments during 2020.
The $113 million carrying value is net of an approximately $60 million impairment of an investment in 2020 for which Abbott had previously recorded an unrealized gain of approximately $50 million in 2018.
Note 5 — Supplemental Financial Information (Continued)
| (in millions) | | 2020 | | | 2019 | |
| (in millions) | | 2020 | | | 2019 | |
| | | Cumulative | | | Net Actuarial | | | on Derivative | | | | |
| Balance at December 31, 2020 | | $ | (4,859) | | $ | (3,871) | | $ | (216) | | $ | (8,946) |
In 2020, asset impairments related to the Medical Devices segment decreased intangible assets by $148 million.
The impairment was recorded in the Cost of products sold, excluding amortization of intangible assets line of Abbott’s Consolidated Statement of Earnings.
Note 7 — Goodwill and Intangible Assets (Continued)
As of December 31, 2017, the accrued balance associated with these actions was $68 million.
Approximately $30 million was recorded in Cost of products sold, approximately $15 million was recorded in Research and development, and approximately $92 million was recorded in Selling, general and administrative expense over the last three years.
As of December 31, 2020, the accrued liabilities remaining in the Consolidated Balance Sheet related to these actions total $25 million and primarily represent severance obligations.
| | | | | Weighted | | | Average | | | |
Abbott Laboratories and Subsidiaries
| Unrealized gains (losses) on marketable equity securities, net of taxes of $(76) in 2017 | | | — | | | — | | | 64 |
| Cumulative unrealized (losses) gains on marketable equity securities | | | — | | | — | | | (5) |
| Amortization of bridge financing fees | | | — | | | — | | | 5 |
| Gains on sale of businesses | | | — | | | — | | | (1,163) |
| Gain on sale of Mylan N.V. shares | | | — | | | — | | | (45) |
| Proceeds from the sale of Mylan N.V. shares | | | — | | | — | | | 2,704 |
| Purchase of Alere preferred stock | | | — | | | — | | | (710) |
| | | | 16,799 | | | 15,706 |
| Issued for St. Jude Medical acquisition | | | | | | | | | |
| Shares: 2017: 249,597,809 | | | — | | | — | | | 9,835 |
| Shares: 2019: 215,570,043; 2018: 222,305,719; 2017: 234,606,250 | | $ | (9,962) | | $ | (10,225) | | $ | (10,791) |
| Shares: 2017: 3,906,848 | | | — | | | — | | | 180 |
| Business dispositions | | | — | | | — | | | 149 |
Notes to Consolidated Financial Statements (Continued)
The allowance against gross trade receivables reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information.
Abbott has periodically entered into agreements in the ordinary course of business, such as assignment of product rights, with other companies, which has resulted in Abbott becoming secondarily liable for obligations that Abbott was previously primarily liable.
Since Abbott no longer maintains a business relationship with the other parties, Abbott is unable to develop an estimate of the maximum potential amount of future payments, if any, under these obligations.
Based upon past experience, the likelihood of payments under these agreements is remote.
In February 2016, the FASB issued ASU 2016-02, _Leases_, which requires lessees to measure and recognize a lease asset and liability on the balance sheet for most leases, including operating leases.
Abbott adopted the new standard as of January 1, 2019 using the modified retrospective approach and applied the standard’s transition provisions as of January 1, 2019.
As a result, no changes were made to the December 31, 2018 Consolidated Balance Sheet.
Abbott elected to apply the package of practical expedients related to transition.
These practical expedients allowed Abbott to carry forward its historical assessments of whether any existing contracts are or contain leases, the lease classification for each lease existing at January 1, 2019, and whether any initial direct costs for such leases qualified for capitalization.
The new lease accounting standard did not have a material impact on the amounts reported in the Consolidated Statement of Earnings but does have a material impact on the amounts reported in the Consolidated Balance Sheet.
Adoption of the new standard resulted in the recording of approximately $850 million of new right of use (ROU) assets and additional liabilities for operating leases on the Consolidated Balance Sheet as of January 1, 2019.
In January 2016, the FASB issued ASU 2016-01, _Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities_, which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities.
Abbott adopted the standard on January 1, 2018.
Under the new standard, changes in the fair value of equity investments with readily determinable fair values are recorded in Other (income) expense, net within the Consolidated Statement of Earnings.
Previously, such fair value changes were recorded in other comprehensive income.
Abbott has elected the measurement alternative allowed by ASU 2016-01 for its equity investments without readily determinable fair values.
These investments are measured at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Changes in the measurement of these investments are being recorded in Other (income) expense, net within the Consolidated Statement of Earnings.
As part of the adoption, the cumulative-effect adjustment to Earnings employed in the business in the Consolidated Balance Sheet for net unrealized losses on equity investments that were recorded in Accumulated other comprehensive income (loss) as of December 31, 2017 was not significant.
In May 2014, the FASB issued ASU 2014-09, _Revenue from Contracts with Customers_, which provides a single comprehensive model for accounting for revenue from contracts with customers and supersedes nearly all previously existing revenue recognition guidance.
The core principle of the ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Abbott adopted the new standard as of January 1, 2018, using the modified retrospective approach method.
Under this method, entities recognize the cumulative effect of applying the new standard at the date of initial application with no restatement of comparative periods presented.
The cumulative effect of applying the new standard resulted in an increase to Earnings employed in the business in the Consolidated Balance Sheet of $23 million which was recorded on January 1, 2018.
An excerpt. Shown here: 40 of 553 rewritten, 40 of 149 added and 40 of 290 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 0 added, 0 removed, 2 unchanged
_Evaluation of disclosure controls and procedures._ The Chief Executive Officer, [removed: Miles D.][added: Robert B.]
[removed: White,] [added: Ford,] and the Chief Financial Officer, [removed: Brian B.][added: Robert E.]
[removed: Yoor,] [added: Funck, Jr.,] evaluated the effectiveness of Abbott Laboratories’ disclosure controls and procedures as of the end of the period covered by this report, and concluded that Abbott Laboratories’ disclosure controls and procedures were effective to ensure that information Abbott is required to disclose in the reports that it files or submits with the Commission under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and to ensure that information required to be disclosed by Abbott in the reports that it files or submits under the Exchange Act is accumulated and communicated to Abbott’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
_Management’s annual report on internal control over financial reporting._ Management’s report on Abbott’s internal control over financial reporting is included on page [removed: 86] [added: 81] hereof.
The report of Abbott’s independent registered public accounting firm related to their assessment of the effectiveness of internal control over financial reporting is included on page [removed: 90] [added: 84] hereof.
_Changes in internal control over financial reporting._ During the quarter ended December 31, [removed: 2019,] [added: 2020,] there were no changes in Abbott’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, Abbott’s internal control over financial reporting.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 3 unchanged
Incorporated herein by reference are “Nominees for Election as Directors,” “Committees of the Board of Directors,” and “Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting” to be included in the [removed: 2020] [added: 2021] Abbott Laboratories Proxy Statement.
The [removed: 2020] [added: 2021 Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
Also incorporated herein by reference is the text found under the caption, “Information About Our Executive Officers” on pages [removed: 15] [added: 16] through [removed: 18] [added: 19] hereof.
Item 11. EXECUTIVE COMPENSATION
2 rewritten, 0 added, 0 removed, 0 unchanged
The material to be included in the [removed: 2020] [added: 2021] Proxy Statement under the headings [removed: “2019] [added: “2020] Director Compensation” and “Executive Compensation” is incorporated herein by reference.
The [removed: 2020] [added: 2021 Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
6 rewritten, 2 added, 2 removed, 33 unchanged
The following table presents information as of December 31, [removed: 2019] [added: 2020] about our compensation plans under which Abbott common shares have been authorized for issuance.
| | | Purchase cycles are generally six months long and usually begin on August 1 and February 1. On the last day of each purchase cycle, Abbott uses participant contributions to acquire Abbott common shares. The shares may be either authorized but unissued shares, treasury shares, or shares acquired on the open market. The purchase price is typically 85% of the lower of the fair market value of the shares on the purchase date or on the first day of that purchase cycle. As the number of shares subject to outstanding options is indeterminable, columns (a) and (b) of the above table do not include information on the Employee Stock Purchase Plan. As of December 31, [removed: 2019,] [added: 2020,] an aggregate of [removed: 12,650,941] [added: 11,611,818] common shares were available for future issuance under the Employee Stock Purchase Plan, including shares subject to purchase during the current purchase cycle. |
| (2) | | Not included in the table: _St. Jude Medical, Inc. Plans_. In 2017, in connection with the acquisition of St. Jude Medical, Inc., options outstanding under the St. Jude Medical, Inc. 2007 Stock Incentive Plan, as Amended and Restated (2014) were assumed by Abbott and converted into Abbott options of substantially equivalent value. As of December 31, [removed: 2019, 1,273,226] [added: 2020, 885,521] options remained outstanding under these plans. These options have a weighted average purchase price of [removed: $30.42.] [added: $30.46.] No further awards will be granted under these plans. |
For additional information concerning the Abbott Laboratories 2009 Incentive Stock Program, the Abbott Laboratories 2017 Incentive Stock Program, and the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S. Employees, see the discussion in Note [removed: 10] [added: 9] entitled “Incentive Stock Program” of the Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data.”
Incorporated herein by reference is the material under the heading “Security Ownership of Executive Officers and Directors” and “Information Concerning Security Ownership” in the [removed: 2020] [added: 2021] Proxy Statement.
The [removed: 2020] [added: 2021 Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
| Equity compensation plans approved by security holders (1) | | 28,034,365 | | $ | 56.45 | | 124,762,755 |
| Total (1)(2) | | 28,034,365 | | $ | 56.45 | | 124,762,755 |
| Equity compensation plans approved by security holders (1) | | 28,604,689 | | $ | 49.59 | | 139,875,984 |
| Total (1)(2) | | 28,604,689 | | $ | 49.59 | | 139,875,984 |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The material to be included in the [removed: 2020] [added: 2021] Proxy Statement under the headings “The Board of Directors,” “Committees of the Board of Directors,” and “Approval Process for Related Person Transactions” is incorporated herein by reference.
The [removed: 2020] [added: 2021 Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The material to be included in the [removed: 2020] [added: 2021] Proxy Statement under the headings “Audit Fees and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditor” is incorporated herein by reference.
The [removed: 2020] [added: 2021 Definitive] Proxy Statement will be filed on or about March [removed: 13, 2020.][added: 12, 2021.]
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
117 rewritten, 8 added, 11 removed, 170 unchanged
(1) _Financial Statements:_ See Item 8, “Financial Statements and Supplementary Data,” on page [removed: 43] [added: 42] hereof, for a list of financial statements.
| [Valuation and Qualifying Accounts (Schedule II)](#SCHEDULEIIVALUATION_950279) | | [removed: 107] [added: 101] |
| [Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegistered_669574) | | [removed: 108] [added: 102] |
| [removed: 2.2] [added: 10.36] | * | [removed: [Amendment to Agreement and Plan of Merger, dated as] [added: [Form] of [removed: April 13, 2017, among Alere Inc.,] [added: Restricted Stock Agreement (ratably vested) under the] Abbott Laboratories [removed: and Angel Sub, Inc.,] [added: 2017 Incentive Stock Program,] filed as Exhibit [removed: 2.1] [added: 10.8] to the Abbott Laboratories Current Report on Form 8-K dated April [removed: 14, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917023582/a17-11389_1ex2d1.htm)] [added: 28, 2017.](https://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d8.htm)] | |
| 3.1 | * | [Articles of Incorporation, Abbott Laboratories, filed as Exhibit 3.1 to the Abbott Laboratories Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 1998.](http://www.sec.gov/Archives/edgar/data/1800/0001047469-98-020300-index.html)] [added: 1998.](https://www.sec.gov/Archives/edgar/data/1800/0001047469-98-020300-index.html)] | |
| 3.2 | * | [By-Laws of Abbott Laboratories, as amended and restated effective [removed: November 12, 2019,] [added: April 24, 2020,] filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K dated [removed: November 13, 2019.](http://www.sec.gov/Archives/edgar/data/1800/000110465919063029/tm1922340d2_ex3-1.htm)] [added: February 21, 2020.](https://www.sec.gov/Archives/edgar/data/1800/000110465920026170/tm2011078d1_ex3-1.htm)] | |
| 4.1 | * | [Indenture dated as of February 9, 2001, between Abbott Laboratories and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, successor to Bank One Trust Company, N.A.) (including form of Security), filed as Exhibit 4.1 to the Abbott Laboratories Registration Statement on Form S-3 dated February 12, [removed: 2001.](http://www.sec.gov/Archives/edgar/data/1800/000091205701004670/a2035277zex-4_1.txt)] [added: 2001.](https://www.sec.gov/Archives/edgar/data/1800/000091205701004670/a2035277zex-4_1.txt)] | |
| 4.2 | * | [Supplemental Indenture dated as of February 27, 2006, between Abbott Laboratories and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), filed as Exhibit 4.2 to the Abbott Laboratories Registration Statement on Form S-3 dated February 28, [removed: 2006.](http://www.sec.gov/Archives/edgar/data/1800/000104746906002618/a2166915zex-4_2.htm)] [added: 2006.](https://www.sec.gov/Archives/edgar/data/1800/000104746906002618/a2166915zex-4_2.htm)] | |
| 4.3 | * | [Form of $1,000,000,000 6.150% Note due 2037, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated November 6, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1800/000110465907081536/a07-28552_1ex99d6.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1800/000110465907081536/a07-28552_1ex99d6.htm)] | |
| 4.4 | * | [Actions of the Authorized Officers with respect to Abbott’s 5.150% Notes due 2012, 5.600% Notes due 2017 and 6.150% Notes due 2037, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated November 6, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1800/000110465907081536/a07-28552_1ex99d3.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1800/000110465907081536/a07-28552_1ex99d3.htm)] | |
| 4.5 | * | [Form of $1,000,000,000 6.000% Note due 2039, filed as Exhibit 99.5 to the Abbott Laboratories Current Report on Form 8-K dated February 26, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/1800/000110465909013693/a09-6664_1ex99d5.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/1800/000110465909013693/a09-6664_1ex99d5.htm)] | |
| 4.6 | * | [Actions of the Authorized Officers with respect to Abbott’s 5.125% Note due 2019 and 6.000% Note due 2039, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated February 26, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/1800/000110465909013693/a09-6664_1ex99d3.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/1800/000110465909013693/a09-6664_1ex99d3.htm)] | |
| 4.7 | * | [Form of 2040 Note, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated May 27, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/1800/000110465910031026/a10-10959_1ex99d6.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/1800/000110465910031026/a10-10959_1ex99d6.htm)] | |
| 4.8 | * | [Actions of the Authorized Officers with respect to Abbott’s 2.70% Notes, 4.125% Notes and 5.30% Notes, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated May 27, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/1800/000110465910031026/a10-10959_1ex99d3.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/1800/000110465910031026/a10-10959_1ex99d3.htm)] | |
| 4.9 | * | [Indenture, dated as of March 10, 2015, between Abbott Laboratories and U.S. Bank National Association (including form of Security), filed as Exhibit 4.1 to the Abbott Laboratories Current Report on Form 8-K dated March 5, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex4d1.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex4d1.htm)] | |
| 4.10 | * | [Form of 2.550% Note due 2022, filed as Exhibit 99.5 to the Abbott Laboratories Current Report on Form 8-K dated March 5, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d5.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d5.htm)] | |
| 4.11 | * | [Form of 2.950% Note due 2025, filed as Exhibit 99.6 to the Abbott Laboratories Current Report on Form 8-K dated March 5, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d6.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d6.htm)] | |
| 4.12 | * | [Actions of the Authorized Officers with respect to Abbott’s 2.000% Notes, 2.550% Notes and 2.950% Notes, filed as Exhibit 99.3 to the Abbott Laboratories Current Report on Form 8-K dated March 5, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d3.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1800/000110465915018379/a15-4927_5ex99d3.htm)] | |
| 4.13 | * | [Form of 3.400% Notes due 2023, filed as Exhibit 4.4 to the Abbott Laboratories Current Report on Form 8-K dated November 22, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d4.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d4.htm)] | |
| 4.14 | * | [Form of 3.750% Notes due 2026, filed as Exhibit 4.5 to the Abbott Laboratories Current Report on Form 8-K dated November 22, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d5.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d5.htm)] | |
| 4.15 | * | [Form of 4.750% Notes due 2036, filed as Exhibit 4.6 to the Abbott Laboratories Current Report on Form 8-K dated November 22, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d6.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d6.htm)] | |
| 4.16 | * | [Form of 4.900% Notes due 2046, filed as Exhibit 4.7 to the Abbott Laboratories Current Report on Form 8-K dated November 22, [removed: 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d7.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1800/000110465916158757/a16-21553_4ex4d7.htm)] | |
| 4.17 | * | [Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 2.350% Notes due 2019, 2.900% Notes due 2021, 3.400% Notes due 2023, 3.750% Notes due 2026, 4.750% Notes due 2036 and 4.900% Notes due 2046 (including forms of notes), filed as Exhibit 4.22 to the Abbott Laboratories 2016 Annual Report on Form [removed: 10-K.](http://www.sec.gov/Archives/edgar/data/1800/000104746917000744/a2230875zex-4_22.htm)] [added: 10-K.](https://www.sec.gov/Archives/edgar/data/1800/000104746917000744/a2230875zex-4_22.htm)] | |
| 4.18 | * | [Form of 3.875% Notes due 2025, filed as Exhibit 4.5 to the Abbott Laboratories Current Report on Form 8-K dated March 22, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917018578/a17-4288_6ex4d5.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1800/000110465917018578/a17-4288_6ex4d5.htm)] | |
| 4.19 | * | [Form of 4.75% Notes due 2043, filed as Exhibit 4.6 to the Abbott Laboratories Current Report on Form 8-K dated March 22, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917018578/a17-4288_6ex4d6.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1800/000110465917018578/a17-4288_6ex4d6.htm)] | |
| 4.20 | * | [Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 2.000% Notes due 2018, 2.800% Notes due 2020, 3.25% Notes due 2023, 3.875% Notes due 2025, and 4.75% Notes due 2043 (including form of notes), filed as Exhibit 4.7 to the Abbott Laboratories Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917029430/a17-8899_1ex4d7.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1800/000110465917029430/a17-8899_1ex4d7.htm)] | |
| 4.21 | † | [Indenture, dated as of July 28, 2009, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated July 28, [removed: 2009.](http://www.sec.gov/Archives/edgar/data/203077/000089710109001529/stjude093309_ex4-1.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/203077/000089710109001529/stjude093309_ex4-1.htm)] | |
| 4.22 | † | [Fourth Supplemental Indenture, dated as of April 2, 2013, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC’s 3.25% Senior Notes due 2023 and 4.75% Senior Notes due 2043 (including forms of notes), filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated April 2, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/203077/000089710113000487/stjude131565_ex4-1.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/203077/000089710113000487/stjude131565_ex4-1.htm)] | |
| 4.23 | † | [Fifth Supplemental Indenture, dated as of September 23, 2015, between St. Jude Medical, LLC (successor to St. Jude Medical, Inc.) and U.S. Bank National Association, as trustee, relating to St. Jude Medical, LLC’s 2.000% Senior Notes due 2018, 2.800% Senior Notes due 2020 and 3.875% Senior Notes due 2025, filed as Exhibit 4.1 to the St. Jude Medical, Inc. Current Report on Form 8-K dated September 23, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/203077/000110465915066686/a15-20118_1ex4d1.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/203077/000110465915066686/a15-20118_1ex4d1.htm)] | |
| 4.24 | † | [Sixth Supplemental Indenture, dated as of January 4, 2017, among St. Jude Medical, Inc., St. Jude Medical, LLC and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the St. Jude Medical, LLC Current Report on Form 8-K dated January 4, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/203077/000110465917000936/a16-23886_1ex4d1.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/203077/000110465917000936/a16-23886_1ex4d1.htm)] | |
| 4.25 | * | [Form of Seventh Supplemental Indenture between St. Jude Medical, LLC and U.S. Bank National Association, as trustee, filed as Exhibit 4.3 to the Abbott Laboratories Registration Statement on Form S-4 dated February 21, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1800/000104746917000773/a2230913zex-4_3.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1800/000104746917000773/a2230913zex-4_3.htm)] | |
| 4.26 | * | [Indenture dated September 27, 2018, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the Abbott Laboratories Current Report on Form 8-K dated September 27, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d1.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d1.htm)] | |
| 4.27 | * | [First Supplemental Indenture dated September 27, 2018, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as paying agent and transfer agent, and Elavon Financial Services DAC, as registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] | |
| 4.28 | * | [Second Supplemental Indenture dated November 19, 2019, among Abbott Ireland Financing DAC, as issuer, Abbott Laboratories, as guarantor, U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, transfer agent and registrar, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] | |
| 4.29 | * | [Form of [removed: 0.000%] [added: 0.875%] Note due [removed: 2020] [added: 2023] (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] | |
| 4.30 | * | [Form of [removed: 0.875%] [added: 1.500%] Note due [removed: 2023] [added: 2026] (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated September 27, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] | |
| 4.31 | * | [Form of [removed: 1.500%] [added: 0.100%] Note due [removed: 2026] [added: 2024] (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated [removed: September 27, 2018).](http://www.sec.gov/Archives/edgar/data/1800/000110465918059457/a18-36079_1ex4d2.htm)] [added: November 19, 2019).](https://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] | |
| 4.32 | * | [Form of [removed: 0.100%] [added: 0.375%] Note due [removed: 2024] [added: 2027] (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated November 19, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] | |
| [removed: 4.33] [added: 4.34] | * | [Form of [removed: 0.375% Note] [added: 1.150% Notes] due [removed: 2027] [added: 2028, filed as Exhibit 4.3 to the Abbott Laboratories Current Report on Form 8-K filed on June 24, 2020] (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated [removed: November 19, 2019).](http://www.sec.gov/Archives/edgar/data/1800/000110465919065447/tm1923129d1_ex4-2.htm)] [added: June 22, 2020).](https://www.sec.gov/Archives/edgar/data/1800/000110465920076435/tm2022780d5_ex4-2.htm)] | |
| [removed: 4.34] [added: 4.36] | [removed: ] [added: *] | [Description of Registrant's [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1800/000110465920023904/ex-4d34.htm)] [added: Securities, filed as Exhibit 4.34 to the 2019 Abbott Laboratories Annual Report on Form 10-K).](https://www.sec.gov/Archives/edgar/data/1800/000110465920023904/ex-4d34.htm)] | |
| 4.33 | * | [Officers’ Certificate Pursuant to Sections 3.1 and 3.3 of the Indenture with respect to 1.150% Notes due 2028 and 1.400% Notes due 2030, filed as Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated June 22, 2020.](https://www.sec.gov/Archives/edgar/data/1800/000110465920076435/tm2022780d5_ex4-2.htm) | |
| 4.35 | * | [Form of 1.400% Notes due 2030, filed as Exhibit 4.4 to the Abbott Laboratories Current Report on Form 8-K filed on June 24, 2020 (included in Exhibit 4.2 to the Abbott Laboratories Current Report on Form 8-K dated June 22, 2020).](https://www.sec.gov/Archives/edgar/data/1800/000110465920076435/tm2022780d5_ex4-2.htm) | |
| 10.57 | | [Form of Performance Restricted Stock Unit Agreement for foreign employees (interim performance based) under the Abbott Laboratories 2017 Incentive Stock Program.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d57.htm) | |
| 10.66 | | [Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers (other than Mr. White), extending the agreement term to December 31, 2022.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d66.htm) | |
| 10.68 | | [Form of Time Sharing Agreement between Abbott Laboratories Inc. and Robert B. Ford.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d68.htm) | |
| 10.74 | | [Abbott Overseas Managers Pension Plan, as amended and restated.](https://www.sec.gov/Archives/edgar/data/1800/000110465921025751/abt-20201231xex10d74.htm) | |
Commission file number 1-2189.
Commission file number 1-12441.
| | | | |
| 2.1 | * | [Agreement and Plan of Merger dated as of January 30, 2016, among Alere Inc. and Abbott Laboratories, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated January 30, 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916092968/a16-3252_1ex2d1.htm) | |
| 2.3 | * | [Agreement and Plan of Merger, dated as of April 27, 2016, by and among Abbott Laboratories, St. Jude Medical, Inc., Vault Merger Sub, Inc. and Vault Merger Sub, LLC, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated April 27, 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916114880/a16-9714_1ex2d1.htm) | |
| 2.4 | * | [Stock Purchase Agreement, dated as of September 14, 2016, by and between Abbott Laboratories and Chace LLC and, solely for certain purposes, Johnson & Johnson, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K dated September 14, 2016.](http://www.sec.gov/Archives/edgar/data/1800/000110465916145193/a16-18642_1ex2d1.htm) | |
| | | Certain schedules and exhibits have been omitted from these filings pursuant to Item 601(b)(2) of Regulation S-K. Abbott will furnish supplemental copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request. | |
| 10.62 | * | [Form of Non-Qualified Stock Option Agreement for executive officers under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.22 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d22.htm) | |
| 10.63 | * | [Form of Non-Qualified Stock Option Agreement for foreign executive officers under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.23 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d23.htm) | |
| 10.64 | * | [Form of Non-Employee Director Restricted Stock Unit Agreement under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.24 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d24.htm) | |
| 10.65 | * | [Form of Non-Employee Director Restricted Stock Unit Agreement for foreign non-employee directors under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.25 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d25.htm) | |
| 10.66 | * | [Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.26 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d26.htm) | |
| 10.67 | * | [Form of Non-Employee Director Non-Qualified Stock Option Agreement for foreign non-employee directors under the Abbott Laboratories 2017 Incentive Stock Program, filed as Exhibit 10.27 to the Abbott Laboratories Current Report on Form 8-K dated April 28, 2017.](http://www.sec.gov/Archives/edgar/data/1800/000110465917027924/a17-11466_1ex10d27.htm) | |
An excerpt. Shown here: 40 of 117 rewritten, all 8 added and all 11 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
15 rewritten, 11 added, 14 removed, 52 unchanged
| [removed: ] [added: /s/ PHILIP P. BOUDREAU] | [removed: By] [added: ] | /s/ MILES D. WHITE |
| [removed: ] [added: Vice President, Finance and Controller (principal accounting officer)] | [added: ] | [removed: Miles D. White] [added: Executive] Chairman of the Board [removed: and Chief Executive Officer] |
| | Date: | February [removed: 21, 2020] [added: 19, 2021] |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Abbott Laboratories on February [removed: 21, 2020] [added: 19, 2021] in the capacities indicated below.
| [removed: Chairman of the Board] [added: President] and Chief Executive Officer, and Director of Abbott Laboratories (principal executive officer) | | Executive Vice President, Finance and Chief Financial Officer (principal financial officer) |
| /s/ ROBERT [added: B. FORD | | /s/ ROBERT] E. FUNCK, JR. | [removed: | |]
| Robert [removed: E. Funck, Jr.] [added: B. Ford] | | [removed: ] [added: Robert E. Funck, Jr.] |
| /s/ ROBERT J. [removed: ALPERN, M.D.] [added: ALPERN] | | /s/ ROXANNE S. AUSTIN |
| [removed: /s/ SALLY E. BLOUNT |] | [added: By |] /s/ ROBERT B. FORD |
| Sally E. Blount, Ph.D. | | [removed: Robert B. Ford] [added: Michelle A. Kumbier] |
| [removed: Michelle A. Kumbier] [added: Edward M. Liddy] Director of Abbott Laboratories | | [removed: Edward M. Liddy] [added: Darren W. McDew] Director of Abbott Laboratories |
FOR THE YEARS ENDED DECEMBER 31, [removed: 2019, 2018] [added: 2020, 2019] AND [removed: 2017][added: 2018]
| 2019 | | [removed: $] [added: ] | 314 | | [removed: $] [added: ] | 137 | | [removed: $] [added: ] | (68) | | [removed: $] [added: ] | 384 |
| 2018 | | [removed: ] | 294 | | | 110 | | | (90) | | | 314 |
We have audited the consolidated financial statements of Abbott Laboratories and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and have issued our report thereon dated February [removed: 21, 2020] [added: 19, 2021] (included elsewhere in this Annual Report on Form 10-K).
| | | Robert B. Ford President and Chief Executive Officer |
| Philip P. Boudreau | | Miles D. White |
| /s/ SALLY E. BLOUNT | | /s/ MICHELLE A. KUMBIER |
| /s/ EDWARD M. LIDDY | | /s/ DARREN W. MCDEW |
| /s/ NANCY MCKINSTRY | | /s/ PHEBE N. NOVAKOVIC |
| Nancy McKinstry | | Phebe N. Novakovic |
| /s/ WILLIAM A. OSBORN | | /s/ DANIEL J. STARKS |
| William A. Osborn | | Daniel J. Starks |
| --- | --- | --- |
| 2020 | | $ | 384 | | $ | 187 | | $ | (111) | | $ | 460 |
February 19, 2021
| | | |
| /s/ MILES D. WHITE | | /s/ BRIAN B. YOOR |
| Miles D. White | | Brian B. Yoor |
| Senior Vice President, Finance and Controller (principal accounting officer) | | |
| Director of Abbott Laboratories | | President and Chief Operating Officer, and Director of Abbott Laboratories |
| /s/ MICHELLE A. KUMBIER | | /s/ EDWARD M. LIDDY |
| /s/ DARREN W. MCDEW | | /s/ NANCY MCKINSTRY |
| Darren W. McDew | | Nancy McKinstry |
| /s/ PHEBE N. NOVAKOVIC | | /s/ WILLIAM A. OSBORN |
| Phebe N. Novakovic | | William A. Osborn |
| /s/ SAMUEL C. SCOTT III | | /s/ DANIEL J. STARKS |
| Samuel C. Scott III | | Daniel J. Starks |
| 2017 | | | 250 | | | 105 | | | (61) | | | 294 |
February 21, 2020
Item 6. SELECTED FINANCIAL DATA
0 rewritten, 0 added, 14 removed, 0 unchanged
Dropped this year
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Year Ended December 31 | | | | | | | | | | | | | |
| | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| Net sales | | $ | 31,904 | | $ | 30,578 | | $ | 27,390 | | $ | 20,853 | | $ | 20,405 |
| Earnings from continuing operations | | | 3,687 | | | 2,334 | | | 353 | | | 1,063 | | | 2,606 |
| Net earnings | | | 3,687 | | | 2,368 | | | 477 | | | 1,400 | | | 4,423 |
| Basic earnings per common share from continuing operations | | | 2.07 | | | 1.32 | | | 0.20 | | | 0.71 | | | 1.73 |
| Basic earnings per common share | | | 2.07 | | | 1.34 | | | 0.27 | | | 0.94 | | | 2.94 |
| Diluted earnings per common share from continuing operations | | | 2.06 | | | 1.31 | | | 0.20 | | | 0.71 | | | 1.72 |
| Diluted earnings per common share | | | 2.06 | | | 1.33 | | | 0.27 | | | 0.94 | | | 2.92 |
| Total assets | | | 67,887 | | | 67,173 | | | 76,250 | | | 52,666 | | | 41,247 |
| Long‑term debt, including current portion | | | 17,938 | | | 19,366 | | | 27,718 | | | 20,684 | | | 5,874 |
| Cash dividends declared per common share | | | 1.32 | | | 1.16 | | | 1.075 | | | 1.045 | | | 0.98 |